4//SEC Filing
ZEITCHICK MARK 4
Accession 0001209191-19-052869
CIK 0001311538other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 8:27 PM ET
Size
19.1 KB
Accession
0001209191-19-052869
Insider Transaction Report
Form 4
ZEITCHICK MARK
Director
Transactions
- Disposition to Issuer
Common Stock
2019-10-08$1.27/sh−22,500$28,575→ 0 total - Disposition from Tender
Common Stock
2019-10-08$1.27/sh−7,500$9,525→ 22,500 total - Disposition from Tender
Common Stock
2019-10-08$1.27/sh−80,000$101,600→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−100,000→ 0 totalExercise: $1.07Exp: 2024-03-05→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−20,000→ 0 totalExercise: $0.84From: 2017-03-17Exp: 2026-03-17→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−20,000→ 0 totalExercise: $1.46From: 2016-03-26Exp: 2025-03-26→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−20,000→ 0 totalExercise: $1.04From: 2018-02-28Exp: 2027-02-28→ Common Stock (20,000 underlying)
Footnotes (6)
- [F1]On October 8, 2019, Rook Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Austin, Nichols & Co., Inc. ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Castle Brands Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated August 28, 2019 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on October 9, 2019, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director of Issuer, effective on October 9, 2019.
- [F2]Represents shares tendered to the Purchaser in connection with the Tender Offer.
- [F3]In accordance with the terms of the Merger Agreement, the restricted stock awards held by the reporting person were deemed to be fully vested and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock in respect of such restricted stock awards multiplied by (ii) $1.27, less any taxes required to be withheld.
- [F4]The option vested in four equal annual installments commencing on March 5, 2015.
- [F5]In accordance with the terms of the Merger Agreement, this stock option held by the reporting person was deemed to be fully vested and cancelled and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock subject to such stock option multiplied by (ii) the excess of $1.27 over the per share exercise price of such stock option, less any taxes required to be withheld.
- [F6]In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $1.27 per share.
Documents
Issuer
Castle Brands Inc
CIK 0001311538
Entity typeother
Related Parties
1- filerCIK 0001093960
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 8:27 PM ET
- Size
- 19.1 KB