4//SEC Filing
Candra Willi 4
Accession 0000055772-23-000112
CIK 0000055772other
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 1:48 PM ET
Size
25.3 KB
Accession
0000055772-23-000112
Insider Transaction Report
Form 4
Candra Willi
Chief Digital & Info Officer
Transactions
- Disposition to Issuer
RESTRICTED STOCK UNITS
2023-06-01−6,160→ 0 total→ CLASS B COMMON STOCK (6,160 underlying) - Disposition to Issuer
RESTRICTED STOCK UNITS
2023-06-01−5,618→ 0 total→ CLASS B COMMON STOCK (5,618 underlying) - Disposition to Issuer
CLASS B COMMON STOCK
2023-06-01−4,906→ 0 total - Disposition to Issuer
RESTRICTED STOCK UNITS
2023-06-01−21,003→ 0 total→ CLASS B COMMON STOCK (21,003 underlying)
Footnotes (5)
- [F1]On June 1, 2023, pursuant to the Agreement and Plan of Merger, dated as of March 7, 2023 (the "Merger Agreement"), by and among Kimball International, Inc. ("Kimball"), HNI Corporation ("HNI") and Ozark Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Kimball (the "Merger"), with Kimball surviving the Merger as a wholly-owned subsidiary of HNI.
- [F2]Pursuant to the Merger Agreement, each share of Kimball common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive (A) $9.00 in cash, without interest (the "Cash Consideration"), and (B) 0.1301 (the "Exchange Ratio") of a share of HNI common stock, par value $1.00. On May 31, 2023 (the last full trading day prior to the Merger), the closing price of one share of HNI common stock was $25.50.
- [F3]At the effective time of the Merger, each outstanding Kimball restricted stock unit award that was not subject to performance vesting conditions and that was scheduled to vest on June 30, 2023, at the effective time of the Merger, vested and was cancelled and converted into the right to receive from HNI (shortly following the effective time of the Merger), in respect of each share of Kimball common stock subject to such vesting tranche, an amount of cash (without any interest thereon and subject to applicable withholding taxes) equal to the sum of (x) the Cash Consideration plus the dividend equivalents that have accrued thereon, and (y) the Parent Share Price multiplied by the Exchange Ratio.
- [F4]At the effective time of the Merger, each outstanding Kimball restricted stock unit award that is not subject to performance vesting conditions was assumed by HNI and thereafter constitutes a restricted stock unit award with respect to a number of shares of HNI common stock, determined by multiplying (i) each share of Kimball common stock subject to such Kimball restricted stock unit award by (ii) the sum of (A) the Exchange Ratio and (B) the quotient of the sum of the Cash Consideration plus the dividend equivalents accrued thereon, divided by $26.59, the volume weighted average price per share of HNI common stock on the New York Stock Exchange for the ten consecutive trading days ending the two trading days prior to the closing of the Merger as reported by Bloomberg, L.P. (such price, the ?Parent Share Price?).
- [F5]At the effective time of the Merger, each outstanding Kimball restricted stock unit award subject to performance-based vesting, (i) if such vesting was based on relative total shareholder return, the award vested at a pro rata portion of the target amount based on the portion of the performance cycle then completed, and (ii) if such vesting was based on earnings per share, the award vested at the target amount, and, in each such case of performance-based vesting restricted stock units, the full award was automatically be cancelled and converted into the right to receive from HNI (shortly following the effective time of the Merger), in respect of each share of Kimball common stock subject to the vested portion of such cancelled award, an amount of cash (without any interest thereon and subject to applicable withholding taxes), equal to the sum of (i) the Cash Consideration, plus (ii) the Parent Share Price multiplied by the Exchange Ratio.
Issuer
KIMBALL INTERNATIONAL INC
CIK 0000055772
Entity typeother
Related Parties
1- filerCIK 0001953084
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 1:48 PM ET
- Size
- 25.3 KB