4//SEC Filing
Kelley Barry 4
Accession 0000912833-17-000056
CIK 0000912833other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 12:49 PM ET
Size
16.6 KB
Accession
0000912833-17-000056
Insider Transaction Report
Form 4
WEST MARINE INCWMAR
Kelley Barry
EVP - Stores & Wholesale
Transactions
- Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−86,781$1,125,550→ 0 total - Disposition to Issuer
Non-Qualified Stock Option
2017-09-14−10,000→ 20,833 totalExercise: $10.36From: 2012-06-01Exp: 2018-06-01→ Common Stock (10,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2017-09-14−12,500→ 8,333 totalExercise: $10.25From: 2013-06-01Exp: 2019-06-01→ Common Stock (12,500 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2017-09-14−8,333→ 0 totalExercise: $11.69From: 2014-06-03Exp: 2020-06-03→ Common Stock (8,333 underlying)
Footnotes (5)
- [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 2,030 shares received in April 2017 and 239 shares received in August 2017 under the Issuer's Amended and Restated Associate Stock Purchase Plan. Also includes 30,410 unvested restricted stock units ("RSUs") and does not include 5,214 performance-based restricted stock units ("PVUs") for which the performance period has ended and a payout performance period was achieved but remain unvested pending continued employment with the Issuer. Pursuant to the terms of the Merger Agreement, all unvested RSUs and PVUs were assumed by the Issuer and converted into the right to receive an amount in cash, without interest, equal to (i) $12.97 multiplied by (ii) the number of unvested RSUs and PVUs, less any required tax withholdings. The cash payout of the converted RSUs and PVUs will continue to vest and be subject to the same terms and conditions applicable to the RSUs and PVUs, including continued employment with the Issuer.
- [F3]For PVUs with a performance period that by its terms has not ended, such PVUs will be assumed and converted into the right to receive cash assuming performance at 100% of target levels pursuant to the Merger Agreement.
- [F4]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.
- [F5]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.
Issuer
WEST MARINE INC
CIK 0000912833
Entity typeother
Related Parties
1- filerCIK 0001593692
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 12:49 PM ET
- Size
- 16.6 KB