ELIZABETH ARDEN INC 4
4 · ELIZABETH ARDEN INC · Filed Sep 9, 2016
Insider Transaction Report
Form 4
TATHAM WILLIAM M
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2016-09-07−6,000→ 0 totalExercise: $13.88Exp: 2018-11-12→ Common Stock, $.01 par value (6,000 underlying) - Disposition to Issuer
Common Stock, $.01 par value
2016-09-07−19,235→ 0 total - Disposition to Issuer
Common Stock, $.01 par value
2016-09-07−950→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2016-09-07−6,000→ 0 totalExercise: $13.48Exp: 2019-11-12→ Common Stock, $.01 par value (6,000 underlying) - Disposition to Issuer
Common Stock, $.01 par value
2016-09-07−4,555→ 0 total(indirect: By Spouse)
Footnotes (4)
- [F1]Includes 5,700 service-based restricted stock units ("SBRSU"). Pursuant to the Agreement and Plan of Merger dated June 16, 2016 (the "Merger Agreement") by and among the Issuer and Revlon, Inc., Revlon Consumer Products Corporation, and RR Transaction Corp., on September 7, 2016 (the "Closing Date") (i) each share of the Issuer's common stock, par value $.01 per share ("Common Stock") held by the Reporting Person immediately prior to the Effective Time (as defined in the Merger Agreement), was converted into the right to receive $14.00 in cash per share, less any required withholding taxes; and (ii) each SBRSU held by the Reporting Person subject to vesting conditions became fully vested, was canceled, and was converted into the right to receive $14.00 in cash for each SBRSU, less any required withholding taxes.
- [F2]Shares held by Reporting Person's spouse, which were converted into the right to receive $14.00 per share, less any required withholding taxes, pursuant to the Merger Agreement. Reporting person disclaims beneficial ownership of these shares.
- [F3]Shares held by Tatham Family Holdings II, Ltd., which were converted into the right to receive $14.00 per share, less any required withholding taxes, pursuant to the Merger Agreement. Reporting person disclaims beneficial ownership of these shares.
- [F4]Pursuant to the Merger Agreement, on the Closing Date, each of the Issuer's outstanding stock options, whether vested or unvested, was canceled and exchanged for the right to receive a cash payment equal to the product of (i) the number of shares of the Issuer's Common Stock subject to the option multiplied by (ii) the excess (if any) of $14.00 over the per share exercise price of the option, less any required withholding taxes. Each outstanding stock option that had an exercise price that was equal to or greater than $14.00 was canceled for no consideration.