HARMAN INTERNATIONAL INDUSTRIES INC /DE/ 4

Accession 0001246360-17-001384

CIK 0000800459operating

Filed

Mar 14, 8:00 PM ET

Accepted

Mar 15, 6:00 AM ET

Size

26.7 KB

Accession

0001246360-17-001384

Form 4

Period: 2017-03-10

Co-President, Automotive Div.

Transactions

Exercise/Conversion
Common Stock
2017-03-10+3,560→ 22,421 total
Exercise/Conversion
Common Stock
2017-03-10+8,502→ 34,755 total
Award
Common Stock
2017-03-10+10,732→ 45,487 total
Exercise/Conversion
Common Stock
2017-03-10$120.87/sh+3,750$453,263→ 78,985 total
Exercise/Conversion
Stock Option (right to buy)
2017-03-10−3,750→ 0 total
Exercise: $120.83→ Common Stock (3,750 underlying)
Exercise/Conversion
Restricted Share Unit
2017-03-10−8,502→ 0 total
→ Common Stock (8,502 underlying)
Exercise/Conversion
Common Stock
2017-03-10+3,832→ 26,253 total
Disposition to Issuer
Common Stock
2017-03-10$112.00/sh−50,798$5,689,376→ 0 total
Exercise/Conversion
Restricted Share Unit
2017-03-10−3,560→ 0 total
→ Common Stock (3,560 underlying)
Award
Common Stock
2017-03-10+12,787→ 58,274 total
Award
Common Stock
2017-03-10+16,961→ 75,235 total
Tax Payment
Common Stock
2017-03-10$112.00/sh−28,187$3,156,944→ 50,798 total
Exercise/Conversion
Restricted Share Unit
2017-03-10−3,832→ 0 total
→ Common Stock (3,832 underlying)

Footnotes (5)

[F1]On November 14, 2016, Harman International Industries, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. ("Samsung USA"), Silk Delaware, Inc., a wholly owned subsidiary of Samsung USA ("Merger Sub"). Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stocks, shares of restricted stock units ("RSUs") and stock options were converted into the right to receive $112 in cash, without interest, (the "Merger Consideration").
[F2]Upon the Closing, all unvested RSUs held by the Reporting Person were cancelled and converted into the right to receive an amount of cash equal to the number of shares at the Merger Consideration of $112 per share.
[F3]With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount and a pro rata portion of the remaining 40%, calculated based on number of days lapsed between date of grant and March 10, 2017, were vested and converted to cash, and the remaining PRSUs were forfeited.
[F4]Any option or stock appreciation right that has an exercise price that equals or exceeds the merger consideration will be cancelled without consideration.
[F5]Represents the aggregate number of shares of common stock of the issuer withheld to cover taxes due upon vesting of the restricted share units reported in Column 4.

Documents

1 file

HARMAN INTERNATIONAL INDUSTRIES INC /DE/

CIK 0000800459

Entity typeoperating

IncorporatedDE