COSTA INC 3
3 · COSTA INC · Filed Nov 18, 2013
Insider Transaction Report
Form 3
COSTA INCATX
ESSILOR INTERNATIONAL /FI
10% Owner
Holdings
- 0(indirect: See Footnotes)
Class A Common Stock
Footnotes (2)
- [F1]This Report is filed solely with respect to the Reporting Person ("Essilor") receiving certain voting/proxy rights in connection with the Agreement and Plan of Merger dated November 7, 2013 ("Merger Agreement") among Essilor, GWH Acquisition Sub Inc., a wholly-owned subsidiary of Essilor, and Costa Inc. ("Costa"), pursuant to which Essilor has agreed to acquire all the outstanding shares of common stock of Costa. Specifically, certain shareholders of Costa ("Shareholders") entered into Shareholder Agreements, each dated November 7, 2013 (together, "Shareholder Agreements"), pursuant to which each Shareholder has irrevocably appointed Essilor and each of its executive officers or other designees as such Shareholder's proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to vote all such Shareholders' shares in favor of the merger and the Merger Agreement and against competing acquisition proposals.
- [F2]As a result of these grants of irrevocable proxies to vote, Essilor is deemed to have beneficial ownership (as that term is defined in Rule 13d-3 of the Exchange Act) of a number of shares of Class A Common Stock in excess of 10% of the outstanding shares of Class A Common Stock for the purposes of determining the applicability of the Form 3 filing requirement, but Essilor has no pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in such shares as indicated in Table I. The form of Shareholder Agreement is attached as an exhibit to the Schedule 13D filed by Essilor on the date hereof, and is incorporated herein by reference.