4//SEC Filing
Nichols David J 4
Accession 0001181431-13-023983
CIK 0000862480other
Filed
Apr 29, 8:00 PM ET
Accepted
Apr 30, 3:37 PM ET
Size
19.8 KB
Accession
0001181431-13-023983
Insider Transaction Report
Form 4
K SWISS INCKSWS
Nichols David J
Executive Vice President
Transactions
- Disposition to Issuer
Option to Buy Class A Common Stock
2013-04-30$1.88/sh−100,000$188,000→ 0 totalExercise: $2.87Exp: 2021-11-15→ Class A Common Stock, Par Value$.01 (100,000 underlying) - Disposition to Issuer
Option to Buy Class A Common Stock
2013-04-30−250,000→ 0 totalExercise: $7.17Exp: 2019-03-09→ Class A Common Stock, Par Value$.01 (250,000 underlying) - Disposition to Issuer
Option to Buy Class A Common Stock
2013-04-30$1.36/sh−150,000$204,000→ 0 totalExercise: $3.39Exp: 2022-02-28→ Class A Common Stock, Par Value$.01 (150,000 underlying) - Disposition to Issuer
Option to Buy Class A Common Stock
2013-04-30−30,000→ 0 totalExercise: $12.19Exp: 2018-03-04→ Class A Common Stock, Par Value$.01 (30,000 underlying) - Disposition to Issuer
Option to Buy Class A Common Stock
2013-04-30−2,000→ 0 totalExercise: $9.90Exp: 2020-03-02→ Class A Common Stock, Par Value$.01 (2,000 underlying) - Disposition to Issuer
Class B Common Stock
2013-04-30$4.75/sh−63,240$300,390→ 0 total(indirect: See footnote)→ Class B Common Stock (63,240 underlying) - Disposition to Issuer
Option to Buy Class A Common Stock
2013-04-30−40,000→ 0 totalExercise: $15.62Exp: 2013-07-25→ Class A Common Stock, Par Value$.01 (40,000 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of January 16, 2013, (the "Merger Agreement"), by and among E-Land World Limited, Ian Acquisition Sub, Inc. and K-Swiss Inc. at the effective time of the merger of Ian Acquisition Sub, Inc. with and into K-Swiss Inc. (the "Merger"), this option, which provided for vesting in equal increments over a three-year period, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $4.75 over the exercise price per share of the option and (ii) the total number of shares underlying the option.
- [F2]This option, which was fully vested, was cancelled in the Merger without any cash payment made in respect thereof as the exercise price per share exceeded the $4.75 per share merger consideration.
- [F3]This option, which provided for vesting in equal increments over a three-year period, was cancelled in the merger without any cash payment in respect thereof as the exercise price per share exceeded the $4.75 per share merger consideration.
- [F4]These shares are held by the Sharyn Beth Nichols 1988 Trust, of which David Nichols is the trustee, for the benefit of a related individual. Mr. Nichols disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- [F5]Shares of Class B Common Stock are not registered under Section 12 of the Securities Exchange Act. Prior to the Merger, these shares were convertible at any time into shares of Class A Common Stock with no expiration date.
- [F6]Pursuant to the Merger Agreement, at the effective time of Merger, each share of K-Swiss Inc. common stock converted into the right to receive $4.75 in cash.
Documents
Issuer
K SWISS INC
CIK 0000862480
Entity typeother
Related Parties
1- filerCIK 0001318774
Filing Metadata
- Form type
- 4
- Filed
- Apr 29, 8:00 PM ET
- Accepted
- Apr 30, 3:37 PM ET
- Size
- 19.8 KB