Farley Cara 4
4 · CSS INDUSTRIES INC · Filed Mar 4, 2020
Insider Transaction Report
Form 4
Farley Cara
Sr. VP - Marketing
Transactions
- Disposition to Issuer
Restricted Stock Units
2020-03-03−32,354→ 0 totalExercise: $0.00→ Common Stock ($.10 par value) (32,354 underlying) - Disposition from Tender
Common Stock ($.10 par value)
2020-03-03$9.40/sh−3,583$33,680→ 0 total
Footnotes (2)
- [F1]Pursuant to the terms of the agreement and plan of merger (the "Merger Agreement"), dated January 20, 2020, by and among CSS Industries, Inc., a Delaware corporation (the "Issuer"), TOM MERGER SUB INC., a Delaware corporation ("Merger Sub") and direct, wholly owned subsidiary of IG Design Group Americas, Inc., a Georgia corporation and wholly owned subsidiary of IG Design Group Plc, a public limited company incorporated and registered in England and Wales, on March 3, 2020, Merger Sub accepted the disposed shares that were tendered pursuant to Merger Sub's tender offer (the "Offer") for all of the outstanding shares of Issuer's common stock at a purchase price of $9.40 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. Following consummation of the Offer, on March 3, 2020, Merger Sub merged with and into the Issuer (the "Merger").
- [F2]Pursuant to the Merger Agreement, on March 3, 2020, each outstanding restricted stock unit (each, an "Issuer RSU") became fully vested and was cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) $9.40, multiplied by (B) the number of shares of the Issuer's common stock subject to such Issuer RSU immediately prior to the effective time of the Merger.