MADSEN DENNIS F 4
4 · WEST MARINE INC · Filed Sep 18, 2017
Insider Transaction Report
Form 4
WEST MARINE INCWMAR
MADSEN DENNIS F
Director
Transactions
- Disposition to Issuer
Non-Qualified Stock Option
2017-09-14−4,664→ 0 totalExercise: $12.34From: 2014-05-16Exp: 2020-05-16→ Common Stock (4,664 underlying) - Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−34,007$441,071→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-09-14−2,027→ 4,664 totalExercise: $9.87From: 2013-05-16Exp: 2019-05-17→ Common Stock (2,027 underlying)
Footnotes (4)
- [F1]Outstanding shares of common stock disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among the Issuer, Rising Tide Parent, Inc., a Delaware corporation ("Parent"), and Rising Tide Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, effective September 14, 2017, Merger Sub was merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
- [F2]Includes 6,493 restricted stock units ("RSUs") that were accelerated and became fully-vested and then cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock subject to the cancelled RSUs multiplied by (ii) $12.97.
- [F3]Outstanding shares disposed of pursuant to the Merger Agreement in exchange for $12.97 for each share of the Issuer's common stock held by the Reporting Person.
- [F4]Stock options were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock subject to the cancelled stock option multiplied by (ii) the excess of $12.97 over the per share exercise price of the stock option.