4//SEC Filing
AMERICAN APPAREL, INC 4
Accession 0001104659-13-051973
CIK 0001336545operating
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 5:04 PM ET
Size
17.7 KB
Accession
0001104659-13-051973
Insider Transaction Report
Form 4
Charney Dov
DirectorChairman, CEO and President10% Owner
Transactions
- Disposition to Issuer
Option (right to buy)
2013-06-25−6,150,889→ 0 total→ Common Stock (6,150,889 underlying) - Award
Option (right to buy)
2013-06-25+20,415,800→ 20,415,800 total→ Common Stock (20,415,800 underlying) - Award
Common Stock, $0.0001 par value
2013-06-25+2,500,000→ 48,305,866 total - Disposition to Issuer
Option (right to buy)
2013-06-25−12,659,994→ 0 total→ Common Stock (12,659,994 underlying) - Disposition to Issuer
Option (right to buy)
2013-06-25−1,604,917→ 0 total→ Common Stock (1,604,917 underlying)
Footnotes (7)
- [F1]These shares were awarded in connection with the achievement of certain performance goals in accordance with the terms set forth in the reporting person's employment agreement dated March 22, 2012 with the Issuer.
- [F2]Pursuant to a Purchase Agreement dated as of April 27, 2011 (the "Purchase Agreement") between the Issuer and the reporting person, the reporting person received the right to receive (i) up to approximately 12,659,994 shares of common stock of the Issuer (the "Initial Anti-Dilution Shares") as anti-dilution protection with respect to the issuance of shares of common stock to certain other investors in the Issuer and (ii) up to an additional 25,319,988 shares of common stock as anti-dilution protection with respect to the issuance of shares of common stock to certain other investors in the Issuer in proportion to the exercise by such investors of their right to purchase certain shares of common stock of the Issuer.
- [F3]On July 7, 2011 and July 12, 2011, the reporting person received a right to purchase an additional 6,150,889 and 1,604,917 shares of common stock of the Issuer (these shares together with the "Initial Anti-Dilution Shares are collectively referred to herein as the "Anti-Dilution Shares"), respectively, as a result of such investors exercising their right to purchase certain shares of common stock of the Issuer. The remaining right to purchase an additional 17,564,182 shares of common stock issuable as anti-dilution protection with respect to the issuance of shares of common stock to certain other investors expired on October 23, 2011 without the reporting person having the right to such shares.
- [F4]The Anti-Dilution Shares were issuable in three equal installments, one per measurement period set forth below, subject to meeting the applicable average volume weighted closing price for 60 consecutive trading days, calculated as set forth in the Purchase Agreement ("VWAP") as follows: (i) for the measurement period from April 16, 2012 to and including April 15, 2013, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $3.25 per share; (ii) for the measurement period from but not including April 16, 2013 to and including April 15, 2014 if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $4.25 per share; and (iii) for the measurement period from but not including April 16, 2014 to and including April 15, 2015, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $5.25 per share.
- [F5]On June 25, 2013, the stockholders of the Issuer approved an amendment to the Purchase Agreement resulting in an amendment to the terms of the Anti-Dilution Shares, resulting in the deemed cancellation of the "old" options to purchase the Anti-Dilution Shares and the grant of a replacement option to purchase the aggregate number of Anti-Dilution Shares.
- [F6]The amendment to the Purchase Agreement (i) extends by one year the measurement periods for the Anti-Dilution Shares and (ii) reduces the length of the corresponding stock price target periods from 60 days to 30 days.
- [F7]The amendment gives effect to the extensions of the measurement periods on a retroactive basis so that the reporting person has the right to receive the Anti-Dilution Shares as follows: (i) for the first measurement period from April 16, 2012 to and including April 15, 2014, if the VWAP of the common stock during a period of 30 consecutive trading days exceeds $3.25 per share; (ii) for the measurement period from but not including April 16, 2014 to and including April 15, 2015, if the VWAP of the common stock during a period of 30 consecutive trading days exceeds $4.25 per share; and (iii) for the measurement period from but not including April 16, 2015 to and including April 15, 2016, if the VWAP of the common stock during a period of 30 consecutive trading days exceeds $5.25 per share.
Documents
Issuer
AMERICAN APPAREL, INC
CIK 0001336545
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001336545
Filing Metadata
- Form type
- 4
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 5:04 PM ET
- Size
- 17.7 KB