4//SEC Filing
SCHIFF NUTRITION INTERNATIONAL, INC. 4
Accession 0001181431-12-065056
CIK 0001022368operating
Filed
Dec 16, 7:00 PM ET
Accepted
Dec 17, 2:39 PM ET
Size
10.6 KB
Accession
0001181431-12-065056
Insider Transaction Report
Form 4
KIMMEL ROGER H
Director
Transactions
- Disposition from Tender
CLASS A COMMON STOCK
2012-12-15$42.00/sh−207,189$8,701,938→ 0 total - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2012-12-17−12,500→ 0 totalExercise: $5.27→ CLASS A COMMON STOCK (12,500 underlying) - Disposition to Issuer
STOCK OPTION (RIGHT TO BUY)
2012-12-17−15,000→ 0 totalExercise: $5.50→ CLASS A COMMON STOCK (15,000 underlying)
Footnotes (4)
- [F1]Includes 6,995 restricted shares of Class A common stock of the Issuer. Pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Reckitt Benckiser LLC, Ascot Acquisition Corp. ("Purchaser"), and Reckitt Benckiser Group plc, dated November 21, 2012 (the "Merger Agreement"), each outstanding restricted share of the Issuer became vested and became free of any restrictions as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement).
- [F2]These shares of Class A common stock of the Issuer were tendered to Purchaser pursuant to Purchaser's offer to purchase all of the outstanding shares of Class A common stock and Class B common stock of the Issuer at a cash purchase price of $42.00 per share, without interest and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on November 27, 2012.
- [F3]Includes 55,497 shares issued upon the settlement of restricted stock units awarded to the Reporting Person under the Issuer's 2004 Incentive Award Plan, as amended, pursuant to the Merger Agreement.
- [F4]In connection with the Merger Agreement, each option to purchase shares of Class A common stock of the Issuer that had not been exercised and tendered into the tender offer was fully accelerated (to the extent not already vested) as of the Offer Acceptance Time (as defined in the Merger Agreement), cancelled in the Merger (as defined in the Merger Agreement) and converted into the right to receive a cash payment equal to the excess of $42.00 over the exercise price per share previously subject to such option multiplied by the number of shares previously subject to such option (without interest and less any applicable withholding tax).
Documents
Issuer
SCHIFF NUTRITION INTERNATIONAL, INC.
CIK 0001022368
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001022368
Filing Metadata
- Form type
- 4
- Filed
- Dec 16, 7:00 PM ET
- Accepted
- Dec 17, 2:39 PM ET
- Size
- 10.6 KB