4//SEC Filing
Cipriano Giovanna 4
Accession 0001104659-25-088275
CIK 0000850209other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 4:27 PM ET
Size
12.2 KB
Accession
0001104659-25-088275
Insider Transaction Report
Form 4
Cipriano Giovanna
VP & Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2025-09-08−3,406.938→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2025-09-08−52,398.411→ 0 total - Award
Common Stock
2025-09-08+31,231→ 125,126.411 total - Disposition to Issuer
Common Stock
2025-09-08−72,728→ 52,398.411 total
Footnotes (5)
- [F1]On September 8, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 15, 2025, by and among DICK'S Sporting Goods, Inc., a Delaware corporation ("Parent"), RJS Sub LLC, a New York limited liability company and a wholly owned direct Subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger").
- [F2]Represents a deemed acquisition of shares of Issuer common stock underlying unvested performance stock units ("PSUs") at the effective time of the Merger (the "Effective Time") pursuant to the Merger Agreement, in accordance with the applicable award agreement (or if not addressed in the applicable award agreement, the Issuer's 2007 Stock Incentive Plan, as amended and restated as of March 22, 2023).
- [F3]At the Effective Time, pursuant to the Merger Agreement, each time-based restricted stock unit ("RSU") of the Issuer that is not held by a non-employee director of the Issuer and each PSU of the Issuer that is outstanding as of immediately prior to the Effective Time was converted into an RSU award in respect of a number of shares of Parent common stock, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU or PSU, as applicable (with the number of shares subject to an Issuer PSU determined in accordance with the applicable award agreement), as of immediately prior to the Effective Time, multiplied by (ii) 0.1168 (each such assumed Issuer RSU or PSU, as so adjusted, a "Adjusted RSU").
- [F4]Any Adjusted RSU is subject to the same terms and conditions as were applicable to the corresponding Issuer RSU or PSU prior to the Effective Time, except that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to any performance-based vesting conditions.
- [F5]At the Effective Time, pursuant to the Merger Agreement and subject to certain exceptions, each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, without interest and at the holder's election, either (i) an amount in cash equal to $24.00 or (ii) 0.1168 shares of Parent common stock (except that any fractional shares were instead replaced by the right to receive a corresponding cash amount).
Documents
Issuer
FOOT LOCKER, INC.
CIK 0000850209
Entity typeother
Related Parties
1- filerCIK 0001344931
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 4:27 PM ET
- Size
- 12.2 KB