Broenniman Philip R 4
4 · CSS INDUSTRIES INC · Filed Mar 5, 2020
Insider Transaction Report
Form 4
Broenniman Philip R
Director
Transactions
- Disposition from Tender
Common Stock ($.10 par value)
2020-03-03$9.40/sh−100$940→ 0 total(indirect: By Varana Capital Focused, LP) - Disposition to Issuer
Restricted Stock Units
2020-03-03−8,883→ 0 totalExercise: $0.00→ Common Stock ($.10 par value) (8,883 underlying) - Disposition from Tender
Common Stock ($.10 par value)
2020-03-03$9.40/sh−360,550$3,389,170→ 0 total(indirect: By Stone Bay Varana I LP) - Disposition from Tender
Common Stock ($.10 par value)
2020-03-03$9.40/sh−100$940→ 0 total - Disposition from Tender
Common Stock ($.10 par value)
2020-03-03$9.40/sh−100$940→ 0 total(indirect: By Varana Capital Partners, LP)
Footnotes (3)
- [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]The Reporting Person is the Managing Partner of Varana Capital, LLC ("Varana Capital"), which, in turn, is the investment manager of and has dispositive control over the shares held by each of Stone Bay Varana I LP, Varana Capital Focused, LP, and Varana Capital Partners, LP. By virtue of these relationships, in addition to the shares he holds personally, the Reporting Person may be deemed to beneficially own the shares held by each of Stone Bay Varana I LP, Varana Capital Focused, LP, and Varana Capital Partners, LP.
- [F3]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.