4//SEC Filing
Nyman Eric 4
Accession 0000950157-24-001585
CIK 0001616318other
Filed
Nov 26, 7:00 PM ET
Accepted
Nov 27, 2:18 PM ET
Size
10.8 KB
Accession
0000950157-24-001585
Insider Transaction Report
Form 4
Nyman Eric
CEO
Transactions
- Disposition to Issuer
Common Stock
2024-11-27−310,424→ 0 total - Award
Performance Stock Units
2024-11-27+98,192→ 98,192 total→ Common Stock (98,192 underlying) - Disposition to Issuer
Performance Stock Units
2024-11-27−98,192→ 0 total→ Common Stock (98,192 underlying)
Footnotes (4)
- [F1]On November 27, 2024 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2023 (as amended, the "Merger Agreement"), among the Issuer, Revelyst, Inc. ("Revelyst"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of the Issuer's common stock ("Common Stock") (other than (a) any such shares of Common Stock held by the Issuer, its subsidiaries or CSG Elevate II Inc. and (b) any Appraisal Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) one fully paid and non-assessable share of common stock, par value $0.01 per share, of Revelyst ("Revelyst Common Stock") and (ii) $25.75 in cash.
- [F2]Includes restricted stock units subject to certain vesting periods and other restrictions under the Issuer's 2020 Stock Incentive Plan.
- [F3]Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023 (the "EMA"), by and between the Issuer and Revelyst, effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each restricted stock unit ("RSU") was canceled and replaced with a restricted stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the RSU multiplied by a fraction, the numerator of which is the closing price per share of the Common Stock trading "regular way with due bills" during the last full trading session immediately prior to the Effective Time and the denominator of which is the opening price per share of Revelyst Common Stock on the Effective Date (the "Revelyst Conversion Ratio").
- [F4]Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each performance stock unit ("PSU") was canceled and replaced with a restricted stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the PSU multiplied by the Revelyst Conversion Ratio, with performance criteria deemed achieved at 100% of target performance.
Documents
Issuer
Vista Outdoor Inc.
CIK 0001616318
Entity typeother
Related Parties
1- filerCIK 0001850890
Filing Metadata
- Form type
- 4
- Filed
- Nov 26, 7:00 PM ET
- Accepted
- Nov 27, 2:18 PM ET
- Size
- 10.8 KB