Young Scrivner Annie 4
4 · TIFFANY & CO · Filed Jan 11, 2021
Insider Transaction Report
Form 4
TIFFANY & COTIF
Young Scrivner Annie
Director
Transactions
- Disposition to Issuer
Common Stock $.01 Par
2021-01-07$131.50/sh−2,767$363,861→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2021-01-07−4,951→ 0 totalExercise: $93.53Exp: 2029-06-04→ Common Stock $.01 Par (4,951 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2021-01-07−3,326→ 0 totalExercise: $126.44Exp: 2028-05-24→ Common Stock $.01 Par (3,326 underlying)
Footnotes (2)
- [F1]Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, by and among Tiffany & Co. (the "Company"), LVMH Moet Hennessy-Louis Vuitton SE ("Parent"), Breakfast Holdings Acquisition Corp. ("Holding") and Breakfast Acquisition Corp. ("Merger Sub") (the "Merger Agreement"), which amended and restated the Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Company, Parent, Holding and Merger Sub, in exchange for $131.50 per share in cash, without interest and less any required withholding taxes (the "Per Share Merger Consideration"). The total number of shares disposed of included 1,246 unvested restricted stock units ("RSUs"), and 655 vested RSUs (which includes dividend equivalent units credited in respect of such vested RSUs) as to which the director elected to defer the maturity date (and thereby the delivery of the related shares).
- [F2]Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, was canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the per-share exercise price for such option, multiplied by (ii) the total number of shares underlying such option.