4//SEC Filing
MCARTHUR GARY L 4
Accession 0000950157-24-001587
CIK 0001616318other
Filed
Nov 26, 7:00 PM ET
Accepted
Nov 27, 2:54 PM ET
Size
10.4 KB
Accession
0000950157-24-001587
Insider Transaction Report
Form 4
MCARTHUR GARY L
Director
Transactions
- Disposition to Issuer
Common Stock
2024-11-27−77,666→ 0 total - Disposition to Issuer
Deferred Stock Units
2024-11-27−11,320→ 0 total→ Common Stock (11,320 underlying) - Disposition to Issuer
Common Stock
2024-11-27−35,526→ 0 total(indirect: By Trust)
Footnotes (5)
- [F1]Includes restricted stock units subject to certain vesting periods and other restrictions under the Issuer's 2020 Stock Incentive Plan.
- [F2]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.
- [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 Closing Date and the denominator of which is the opening price per share of Revelyst Common Stock on the Closing Date (the "Revelyst Conversion Ratio").
- [F4]The shares are held in the trust for the benefit of the Reporting Person and his spouse. The Reporting Person is the sole trustee of this trust.
- [F5]Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each deferred stock unit ("DSU"), whether vested or unvested, was canceled and replaced with a deferred stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the DSU multiplied by the Revelyst Conversion Ratio.
Documents
Issuer
Vista Outdoor Inc.
CIK 0001616318
Entity typeother
Related Parties
1- filerCIK 0001220682
Filing Metadata
- Form type
- 4
- Filed
- Nov 26, 7:00 PM ET
- Accepted
- Nov 27, 2:54 PM ET
- Size
- 10.4 KB