4//SEC Filing
BRISKIN JARED S 4
Accession 0001017480-24-000145
CIK 0001017480other
Filed
Jul 24, 8:00 PM ET
Accepted
Jul 25, 3:30 PM ET
Size
12.3 KB
Accession
0001017480-24-000145
Insider Transaction Report
Form 4
HIBBETT INCHIBB
BRISKIN JARED S
SVP - Chief Merchant
Transactions
- Disposition to Issuer
Common Stock
2024-07-25$87.50/sh−71,548$6,260,450→ 0 total - Exercise/Conversion
Restricted Stock Units
2024-07-25−9,351→ 0 totalExercise: $0.00→ Common Stock (9,351 underlying) - Exercise/Conversion
Common Stock
2024-07-25$87.50/sh+9,351$818,213→ 57,523 total - Award
Common Stock
2024-07-25+14,025→ 71,548 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest.
- [F2]Includes 9,351 restricted stock units. In accordance with the terms of the Merger Agreement, each Vested Company RSU Award (as defined in the Merger Agreement) that was outstanding as of immediately prior to the effective time of the merger, automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock then underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (2) the per share merger consideration of $87.50.
- [F3]Shares trued up to reflect stock purchased through the Issuer's 2015 Employee Stock Purchase Plan since the last filing on Statement of Changes in Beneficial Ownership on Form 4.
- [F4]Includes 14,025 performance stock units. In accordance with the terms of the Merger Agreement, each Vested Company PSU Award (as defined in the Merger Agreement) that was outstanding as of immediately prior to the effective time of the merger, automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock that would have vested pursuant to the terms of such performance stock unit award, assuming that any performance based vesting conditions applicable to such performance stock unit award for any performance period that had not been completed as of the effective time were achieved at target performance levels, and (2) the per share merger consideration of $87.50.
Documents
Issuer
HIBBETT INC
CIK 0001017480
Entity typeother
Related Parties
1- filerCIK 0001621517
Filing Metadata
- Form type
- 4
- Filed
- Jul 24, 8:00 PM ET
- Accepted
- Jul 25, 3:30 PM ET
- Size
- 12.3 KB