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Home/Filings/4/0001181431-13-023985
4//SEC Filing

K SWISS INC 4

Accession 0001181431-13-023985

CIK 0000862480operating
View on SEC.govCompany Profile

Filed

Apr 29, 8:00 PM ET

Accepted

Apr 30, 3:38 PM ET

Size

24.1 KB

Accession

0001181431-13-023985

Insider Transaction Report

Form 4
Period: 2013-04-30
K SWISS INCKSWS
NICHOLS STEVEN B
DirectorPresident & CEO10% Owner
Transactions
  • Disposition to Issuer

    Option to Buy Class A Common Stock

    2013-04-30$1.36/sh−200,000$272,000→ 0 total
    Exercise: $3.39Exp: 2022-02-28→ Class A Common Stock, Par Value$.01 (200,000 underlying)
  • Disposition to Issuer

    Option to Buy Class A Common Stock

    2013-04-30−40,000→ 0 total
    Exercise: $12.19Exp: 2018-03-04→ Class A Common Stock, Par Value$.01 (40,000 underlying)
  • Disposition to Issuer

    Option to Buy Class A Common Stock

    2013-04-30−50,000→ 0 total
    Exercise: $7.17Exp: 2019-03-09→ Class A Common Stock, Par Value$.01 (50,000 underlying)
  • Disposition to Issuer

    Class A Common Stock

    2013-04-30$4.75/sh−91,627$435,228→ 0 total(indirect: See footnote)
  • Disposition to Issuer

    Option to Buy Class A Common Stock

    2013-04-30$1.88/sh−50,000$94,000→ 0 total
    Exercise: $2.87Exp: 2021-11-15→ Class A Common Stock, Par Value$.01 (50,000 underlying)
  • Disposition to Issuer

    Option to Buy Class A Common Stock

    2013-04-30−50,000→ 0 total
    Exercise: $16.18Exp: 2014-08-02→ Class A Common Stock, Par Value$.01 (50,000 underlying)
  • Disposition to Issuer

    Option to Buy Class A Common Stock

    2013-04-30−2,000→ 0 total
    Exercise: $9.90Exp: 2020-03-02→ Class A Common Stock, Par Value$.01 (2,000 underlying)
  • Disposition to Issuer

    Option to Buy Class A Common Stock

    2013-04-30−50,000→ 0 total
    Exercise: $9.98Exp: 2021-02-17→ Class A Common Stock, Par Value$.01 (50,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2013-04-30$4.75/sh−7,452,162$35,397,770→ 0 total(indirect: See footnote)
    → Class B Common Stock (7,452,162 underlying)
Footnotes (7)
  • [F1]Pursuant to the Agreement and Plan of Merger, dated as of January 16, 2013, 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"), each share of K-Swiss Inc. common stock converted into the right to receive $4.75 in cash.
  • [F2]90,200 shares are held by the Nichols Family Trust, of which Steven Nichols is a co-trustee, and 1,427 shares are held by a charitable foundation, of which Steven Nichols is a co-trustee.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]Shares of Class B Common Stock are not registered under Section 12 of the Securities Exchange Act and prior to the Merger were convertible at any time into shares of Class A Common Stock with no expiration date.
  • [F7]The shares of Class B Common Stock are held as follows: 3,157,895 shares are held by the Nichols Charitable Remainder Unitrust I, of which Steven Nichols is a co-trustee; 1,052,632 shares are held by the Nichols Charitable Remainder Unitrust II, of which Steven Nichols is a co-trustee, 3,178,403 shares are held by the Nichols Family Trust, of which Steven Nichols is a co-trustee and 63,232 shares are held by the Sharyn Beth Nichols 1995 Trust, of which Steven Nichols is the trustee. Each of the Nichols Charitable Remainder Unitrusts acquired its shares of Class B Common Stock from the Nichols Family Trust on March 13, 2013 in a transaction exempt from Section 16(a) and (b) pursuant to Rule 16a-13 under the Security Exchange Act.

Documents

1 file

Issuer

K SWISS INC

CIK 0000862480

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0000862480

Filing Metadata

Form type
4
Filed
Apr 29, 8:00 PM ET
Accepted
Apr 30, 3:38 PM ET
Size
24.1 KB
View on SEC.gov