4//SEC Filing
PAYNE ULICE JR 4
Accession 0001104659-25-088277
CIK 0000850209other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 4:27 PM ET
Size
9.8 KB
Accession
0001104659-25-088277
Insider Transaction Report
Form 4
PAYNE ULICE JR
Director
Transactions
- Disposition to Issuer
Common Stock
2025-09-08−18,301→ 0 total - Disposition to Issuer
Common Stock
2025-09-08−3,551→ 18,301 total - Disposition to Issuer
Common Stock
2025-09-08−17,969.193→ 21,852 total
Footnotes (4)
- [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]At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each Issuer deferred stock unit ("DSU") that is outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive $24.00 in respect of each share of Issuer common stock subject to such Issuer DSU.
- [F3]At the Effective Time, each time-based restricted stock unit ("RSU") of the Issuer held by a non-employee director of the Issuer that is outstanding as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into the right to receive, without interest, an amount in cash equal to (i) the number of shares of Issuer common stock subject to such Issuer RSU as of immediately prior to the Effective Time multiplied by (ii) $24.00.
- [F4]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 0001188179
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 4:27 PM ET
- Size
- 9.8 KB