4//SEC Filing
REPASS RANDOLPH K 4
Accession 0000912833-17-000064
CIK 0000912833other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 1:11 PM ET
Size
27.0 KB
Accession
0000912833-17-000064
Insider Transaction Report
Form 4
WEST MARINE INCWMAR
REPASS RANDOLPH K
10% Owner
Transactions
- Gift
Common Stock
2017-06-08−2,000→ 230,600 total(indirect: By Spouse) - Gift
Common Stock
2017-09-05−200,000→ 4,301,171 total - Gift
Common Stock
2017-09-05−15,000→ 215,600 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−147,800$1,916,966→ 0 total(indirect: By Trust) - Gift
Common Stock
2017-09-05−1,200,000→ 3,101,171 total - Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−3,101,171$40,222,188→ 0 total - Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−215,600$2,796,332→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−40,400$523,988→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−372,715$4,834,114→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2017-09-14$12.97/sh−801,383$10,393,938→ 0 total(indirect: (see Footnote)) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-09-14−10,123→ 0 totalExercise: $8.99From: 2017-05-26Exp: 2023-05-26→ Common Stock (10,123 underlying)
Footnotes (7)
- [F1]Contribution to a donor advised fund.
- [F2]Contribution to the Repass-Rodgers Family Foundation.
- [F3]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.
- [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]Includes 6,493 restricted stock units ("RSUs") that were accelerated and became fully-vested and then cancelled pursuant to the terms of 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.
- [F6]Held by GRAT. Mr. Repass as co-trustee has sole investment power over the shares held by the GRAT, and his brother-in-law has sole voting power over the shares held by the GRAT.
- [F7]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 0000937997
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 1:11 PM ET
- Size
- 27.0 KB