4//SEC Filing
RUTKOWSKI LAWRENCE 4
Accession 0001209191-13-009458
CIK 0000801351other
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 9:23 PM ET
Size
16.8 KB
Accession
0001209191-13-009458
Insider Transaction Report
Form 4
RUTKOWSKI LAWRENCE
Exec. VP and CFO
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2013-02-13−27,772→ 0 total - Award
Common Stock, par value $0.01 per share
2013-02-13+7,602→ 15,608 total - Disposition to Issuer
Employee Stock Options (right to buy)
2013-02-13−4,167→ 0 totalExercise: $43.28Exp: 2020-03-03→ Common Stock, par value $0.01 per share (4,167 underlying) - Disposition to Issuer
Employee Stock Options (right to buy)
2013-02-13−5,933→ 0 totalExercise: $55.57Exp: 2021-03-01→ Common Stock, par value $0.01 per share (5,933 underlying) - Disposition to Issuer
Common Stock, par value $0.01 per share
2013-02-13−15,608→ 0 total - Disposition to Issuer
Employee Stock Options (right to buy)
2013-02-13−10,134→ 0 totalExercise: $56.54Exp: 2022-03-06→ Common Stock, par value $0.01 per share (10,134 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of October 29, 2012 (the "Merger Agreement"), among The Warnaco Group, Inc. ("Warnaco"), PVH Corp. ("PVH") and Wand Acquisition Corp., a wholly-owned subsidiary of PVH ("Merger Sub"), Merger Sub merged with and into Warnaco, with Warnaco continuing as the surviving corporation and a wholly-owned subsidiary of PVH. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each share of Warnaco restricted stock that was outstanding immediately prior to the Effective Time was assumed by PVH and converted into an award of or relating to 16966 shares of PVH common stock.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each Warnaco performance share that was outstanding immediately prior to the Effective Time, and with respect to which the applicable performance period had not been completed as of the Effective Time, became fully vested at the target level.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each Warnaco performance share that was outstanding immediately prior to the Effective Time was converted into the right to receive (i) 0.1822 of a share of PVH common stock and (ii) $51.75 in cash (the "Merger Consideration") (except that in the case of performance shares with respect to which the applicable performance period had been completed as of the Effective Time, the actual number of performance shares converted into the right to receive the Merger Consideration, less applicable tax withholding, remains subject to adjustment following the results of the audit of Warnaco's financial statements for the fiscal year ended December 29, 2012).
- [F4]Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 2545 shares of PVH common stock at $70.85 per share.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 3624 shares of PVH common stock at $90.97 per share.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 6190 shares of PVH common stock at $92.56 per share.
Documents
Issuer
WARNACO GROUP INC /DE/
CIK 0000801351
Entity typeother
Related Parties
1- filerCIK 0001263730
Filing Metadata
- Form type
- 4
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 9:23 PM ET
- Size
- 16.8 KB