4//SEC Filing
Gonzalez Sergio Diaz 4
Accession 0001396677-17-000042
CIK 0001050007other
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 8:38 PM ET
Size
8.8 KB
Accession
0001396677-17-000042
Insider Transaction Report
Form 4
Gonzalez Sergio Diaz
SVP, Global Initiatives
Transactions
- Disposition to Issuer
Common Stock
2017-08-23−11,319→ 0 total - Disposition to Issuer
Performance Stock Unit (PSU)
2017-08-23$41.80/sh−25,200$1,053,360→ 0 totalExp: 2019-09-30→ Common Stock (25,200 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 21, 2017, by and among Nutraceutical International Corporation (the "Company"), Nutrition Parent, LLC ("Parent") and Nutrition Sub, Inc. ("Merger Sub"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent, each share of the Company's common stock, par value $0.01 per share (the "Common Stock"), owned by the reporting person was converted into the right to receive $41.80 in cash without interest (the "Merger Consideration").
- [F2]Each performance stock unit ("PSU") represented the right to receive Common Stock, subject to certain performance measures. Such PSUs had a three-year performance period, commencing on October 1, 2016 and ending on September 30, 2019.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each PSU was cancelled and converted automatically into the right to receive a cash payment, without interest, equal in value to the per share price multiplied by the aggregate number of shares of Common Stock subject to such PSU (assuming the maximum level of performance achievable under the terms of the PSUs, which is 210%)(the "PSU cash payment"). The PSU cash payment will be made in two installments as follows: (i) at the Effective Time, an amount equal to 50% of the PSU cash payment and (ii) the remaining amount of the PSU cash payment will become payable on the earlier of (I) the one-year anniversary of the effective time of the Merger, subject to the continued employment of such holder and (II) the termination of such holder's employment (A) by the Company without cause (and other than due to death or disability) or (B)by such holder for good reason.
Documents
Issuer
NUTRACEUTICAL INTERNATIONAL CORP
CIK 0001050007
Entity typeother
Related Parties
1- filerCIK 0001700581
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 8:38 PM ET
- Size
- 8.8 KB