4//SEC Filing
Blodgett Leslie A 4
Accession 0001181431-10-016221
CIK 0001295557other
Filed
Mar 14, 8:00 PM ET
Accepted
Mar 15, 9:30 AM ET
Size
20.4 KB
Accession
0001181431-10-016221
Insider Transaction Report
Form 4
Blodgett Leslie A
DirectorExecutive Chair
Transactions
- Other
Common Stock
2007-11-13+14,170→ 903,898 total - Other
Common Stock
2010-03-12−14,170→ 889,728 total - Other
Common Stock
2010-03-12−4,696,793→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2010-03-12$18.20/sh−889,728$16,193,050→ 0 total - Disposition to Issuer
Common Stock
2010-03-12$18.20/sh−300$5,460→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Option (Right to Buy)
2010-03-12$17.73/sh−1,541,960$27,346,661→ 0 totalExercise: $0.47Exp: 2014-07-21→ Common Stock (1,541,960 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-03-12$15.81/sh−194,561$3,076,982→ 0 totalExercise: $2.38Exp: 2015-12-12→ Common Stock (194,561 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-03-12$9.33/sh−280,419$2,617,151→ 0 totalExercise: $8.87Exp: 2016-06-29→ Common Stock (280,419 underlying)
Footnotes (8)
- [F1]Pro rata distribution from JH MDB Investors, L.P., of which the reporting person was at the time a limited partner.
- [F2]On March 12, 2010, pursuant to the Contribution Agreement, dated as of January 14, 2010, by and among Shiseido Company, Limited ("Parent"), Shiseido Americas Corporation, Blush Holdings, LLC ("Holdings"), Blush Acquisition Corporation ("Purchaser"), Leslie Blodgett and the Blodgett Family Trust, and in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of January 14, 2010, by and among Bare Escentuals, Inc. (the "Company"), Parent and Purchaser (the "Merger Agreement"), these shares were contributed to Holdings in exchange for (a) cash representing the product of approximately 52% of such shares multiplied by $18.20 ($44,966,496.12) and (b) an indirect interest in the Company for the remainder of the shares.
- [F3]Pursuant to the Merger Agreement, Purchaser merged with and into the Company on March 12, 2010 (the "Merger"). These shares, which were outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were immediately canceled and converted at the Effective Time into the right to receive cash consideration equal to $18.20 per share.
- [F4]These shares, which were outstanding immediately prior to the Effective Time, were immediately canceled and converted at the Effective Time into the right to receive cash consideration equal to $18.20 per share.
- [F5]Held by husband as custodian for son under Uniform Transfers to Minors Act. The reporting person disclaims beneficial ownership of these shares.
- [F6]These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $27,346,660.60, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
- [F7]These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $3,076,982.22, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
- [F8]These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $2,617,150.53, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
Documents
Issuer
BARE ESCENTUALS INC
CIK 0001295557
Entity typeother
Related Parties
1- filerCIK 0001376499
Filing Metadata
- Form type
- 4
- Filed
- Mar 14, 8:00 PM ET
- Accepted
- Mar 15, 9:30 AM ET
- Size
- 20.4 KB