4//SEC Filing
ANDREWS MARK 4
Accession 0001209191-19-052873
CIK 0001311538other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 8:31 PM ET
Size
28.4 KB
Accession
0001209191-19-052873
Insider Transaction Report
Form 4
ANDREWS MARK
Director
Transactions
- Disposition from Tender
Common Stock
2019-10-08$1.27/sh−1,183,079$1,502,510→ 0 total(indirect: By Knappogue Corp.) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−250,000→ 0 totalExercise: $0.31Exp: 2022-06-08→ Common Stock (250,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−250,000→ 0 totalExercise: $0.38Exp: 2023-06-05→ Common Stock (250,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−300,000→ 0 totalExercise: $0.90Exp: 2026-06-03→ Common Stock (300,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−250,000→ 0 totalExercise: $1.00Exp: 2024-05-28→ Common Stock (250,000 underlying) - Disposition from Tender
Common Stock
2019-10-08$1.27/sh−3,013,724$3,827,429→ 250,000 total - Disposition from Tender
Common Stock
2019-10-08$1.27/sh−761,684$967,339→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
2019-10-08$1.27/sh−250,000$317,500→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−225,000→ 0 totalExercise: $0.35Exp: 2020-06-11→ Common Stock (225,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−250,000→ 0 totalExercise: $0.33Exp: 2021-06-20→ Common Stock (250,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-08−250,000→ 0 totalExercise: $1.67Exp: 2025-06-02→ Common Stock (250,000 underlying)
Footnotes (13)
- [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.
- [F10]The option vested in four equal annual installments commencing on May 28, 2015.
- [F11]The option vested in four equal annual installments commencing on June 2, 2016.
- [F12]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.
- [F13]The option vests in four equal annual installments commencing on June 3, 2017, provided that Mr. Andrews is then still a director or employee of the Company, subject to earlier vesting in the event of death, disability or a "Change of Control."
- [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 reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
- [F5]The option vested in four equal annual installments commencing on June 11, 2011.
- [F6]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.
- [F7]The option vested in four equal annual installments commencing on June 20, 2012.
- [F8]The option vested in four equal annual installments commencing on June 8, 2013.
- [F9]The option vested in four equal annual installments commencing on June 5, 2014.
Documents
Issuer
Castle Brands Inc
CIK 0001311538
Entity typeother
Related Parties
1- filerCIK 0001188554
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 8:31 PM ET
- Size
- 28.4 KB