4//SEC Filing
HOT TOPIC INC /CA/ 4
Accession 0001181431-13-035093
CIK 0001017712operating
Filed
Jun 13, 8:00 PM ET
Accepted
Jun 14, 8:15 PM ET
Size
25.1 KB
Accession
0001181431-13-035093
Insider Transaction Report
Form 4
Becker Steven R
Director
Transactions
- Disposition to Issuer
Stock option (right to buy)
2013-06-12−9,765→ 0 totalExercise: $6.08Exp: 2020-10-12→ Common Stock (9,765 underlying) - Disposition to Issuer
Stock option (right to buy)
2013-06-12−10,000→ 0 totalExercise: $6.05Exp: 2020-10-01→ Common Stock (10,000 underlying) - Disposition to Issuer
Common Stock
2013-06-12−934,807→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2013-06-12−1,318,177→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2013-06-12−1,177,675→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2013-06-12−8,971→ 0 total - Disposition to Issuer
Stock option (right to buy)
2013-06-12−22,672→ 0 totalExercise: $7.09Exp: 2021-06-07→ Common Stock (22,672 underlying) - Disposition to Issuer
Common Stock
2013-06-12−132,443→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Stock option (right to buy)
2013-06-12−16,350→ 0 totalExercise: $9.52Exp: 2020-06-05→ Common Stock (16,350 underlying)
Footnotes (14)
- [F1]On March 6, 2013, Hot Topic, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with HT Merger Sub Inc., a California corporation ("Merger Sub") and a wholly owned subsidiary of 212F Holdings LLC, a Delaware limited liability company ("Parent"). On June 12, 2013, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, and the Issuer continued as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger").
- [F10]On June 5, 2012, the Issuer granted to the reporting person 16,350 stock options, 25% of which vested and became exercisable on June 5, 2013. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from June 5, 2013.
- [F11]Pursuant to the Merger Agreement, each option to acquire shares of the Issuer's common stock outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of $14.00 over the exercise price per share of such option, less any applicable tax withholding.
- [F12]On June 7, 2011, the Issuer granted to the reporting person 22,672 stock options, 25% of which vested and became exercisable on June 7, 2012. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from June 7, 2012.
- [F13]On October 12, 2010, the Issuer granted to the reporting person, 9,765 stock options, 25% of which vested and became exercisable on October 1, 2011. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from October 1, 2011.
- [F14]On October 1, 2010, the Issuer granted to the reporting person, 10,000 stock options, 25% of which vested and became exercisable on October 1, 2011. The remaining stock options were scheduled to vest and become exercisable in equal quarterly installments over three years from October 1, 2011.
- [F2]Pursuant to the Merger Agreement, each share of the Issuer's common stock issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $14.00 in cash, without interest and less any applicable withholding tax.
- [F3]This statement is filed by and on behalf of Steven R. Becker. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners I, L.P. ("BD Partners I"), Mr. Becker and a managed account (the "Managed Account") were the direct beneficial owners of the securities covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners I and provides investment advisory services for the Managed Account. BD Management may be deemed to beneficially own securities owned by QP Fund, LP Fund, BD Partners I and the Managed Account. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Matthew A. Drapkin and Mr. Becker are the co-managing members of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.
- [F4]The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- [F5]The reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- [F6]Represents shares directly beneficially owned by QP Fund.
- [F7]Represents shares directly beneficially owned by LP Fund.
- [F8]Represents shares directly beneficially owned by BD Partners I.
- [F9]Represents shares directly beneficially owned by the Managed Account.
Documents
Issuer
HOT TOPIC INC /CA/
CIK 0001017712
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0001017712
Filing Metadata
- Form type
- 4
- Filed
- Jun 13, 8:00 PM ET
- Accepted
- Jun 14, 8:15 PM ET
- Size
- 25.1 KB