ZALE CORP 4
4 · ZALE CORP · Filed Mar 20, 2014
Insider Transaction Report
Form 4
ZALE CORPZLC
Z Investment Holdings, LLC
10% Owner
Transactions
- Other
Common Stock
2014-03-18$21.22/sh−1,042,609$22,124,163→ 10,022,075 total - Exercise of In-Money
Warrants (right to buy)
2014-03-18+11,064,584→ 0 totalExercise: $2.00From: 2010-05-10Exp: 2017-05-10→ Common Stock (11,064,584 underlying) - Exercise of In-Money
Common Stock
2014-03-18$2.00/sh+11,064,584$22,129,168→ 11,064,584 total
Footnotes (4)
- [F1]The common stock beneficially owned directly by Z Investment Holdings, LLC is beneficially owned indirectly by (a) Golden Gate Capital Opportunity Fund, L.P., (b) Golden Gate Capital Opportunity Fund-A, L.P., (c) GGCOF Third Party Co-Invest, L.P. and (d) GGCOF Co-Invest, L.P. The common stock indirectly held by the funds listed in clauses (a) through (c) is beneficially owned indirectly by GGC Opportunity Fund Management, L.P. ("Management GP"), their general partner, and GGC Opportunity Fund Management GP, Ltd. ("Ultimate GP"), the general partner of Management GP. The common stock indirectly held by the fund listed in clause (d) is beneficially owned indirectly by GGCOF Co-Invest Management, L.P. ("GGCOF Management"), its general partner, Management GP, the general partner of GGCOF Management and the Ultimate GP, the general partner of Management GP.
- [F2](Continued from footnote 1) The Ultimate GP has voting and dispositive authority over the common stock held by Z Investment and is governed by its board of directors.
- [F3]On March 18, 2014, the reporting persons exercised warrants to purchase 11,064,584 shares of Zale Corporation common stock for $2.00 a share. Pursuant to the terms of the warrants, the reporting persons paid the exercise price on a cashless basis, resulting in Zale Corporation's withholding of 1,042,609 shares of common stock underlying the warrants. The remaining 10,022,075 shares underlying the warrants were issued to the reporting persons.
- [F4]The number of shares withheld by Zale Corporation was determined pursuant to the terms of the warrants.