4//SEC Filing
Swank, Inc. 4
Accession 0001140361-12-026213
CIK 0000095779operating
Filed
May 17, 8:00 PM ET
Accepted
May 18, 10:20 AM ET
Size
16.9 KB
Accession
0001140361-12-026213
Insider Transaction Report
Form 4
Swank, Inc.SNKI
TULIN JAMES E
DirectorSenior Vice President
Transactions
- Disposition to Issuer
Common Stock, $.01 par value per share
2012-05-17$10.00/sh−21$210→ 0 total(indirect: By Children) - Disposition to Issuer
Common Stock, $.01 par value per share
2012-05-17$10.00/sh−55,230$552,300→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (right to buy)
2012-05-17$4.44/sh+50,000$222,000→ 0 totalExercise: $5.56Exp: 2013-02-27→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock, $.01 par value per share
2012-05-17$10.00/sh−50,968$509,680→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock, $.01 par value per share
2012-05-17$10.00/sh−255,670$2,556,700→ 0 total - Disposition to Issuer
Common Stock, $.01 par value per share
2012-05-17$10.00/sh−21$210→ 0 total(indirect: By Children) - Disposition to Issuer
Common Stock, $.01 par value per share
2012-05-17$10.00/sh−100$1,000→ 0 total(indirect: By Children)
Footnotes (4)
- [F1]Disposed of in a transaction exempt under Section 16(b) of the Securities Exchange Act of 1934, as amended, by virtue of Rule 16b-3(e) thereunder, pursuant to an Agreement and Plan of Merger, dated as of February 3, 2012 (the "Merger Agreement"), by and among the Swank, Inc. (the "Company"), Randa Accessories Leather Goods LLC ("Parent"), Swing Acquisition LLC, a wholly-owned subsidiary of Parent ("Intermediate Sub"), and Swing Merger Sub, Inc., a wholly-owned subsidiary of Intermediate Sub ("Merger Sub"). Under the Merger Agreement, Merger Sub was merged with and into the Company (the "Merger"). At the effective time of the Merger each issued and outstanding share of the Company's common stock was cancelled and converted automatically into the right to receive $10.00 in cash (the "Merger Consideration").
- [F2]These shares are held in the reporting person's accounts under The New Swank, Inc. Retirement Plan (the "Retirement Plan").
- [F3]There shares, as to which the reporting person disclaims beneficial ownership, were held in the accounts of immediate family members of the reporting person under the Retirement Plan.
- [F4]This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Securities Exchange Act of 1934, as amended, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $222,000, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of the Common Stock subject to the option, and (ii) the aggregate number of shares of the Common Stock issuable upon exercise of the option.
Documents
Issuer
Swank, Inc.
CIK 0000095779
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000095779
Filing Metadata
- Form type
- 4
- Filed
- May 17, 8:00 PM ET
- Accepted
- May 18, 10:20 AM ET
- Size
- 16.9 KB