4//SEC Filing
NORTEK INC 4
Accession 0001638599-16-001353
CIK 0001216596operating
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 4:39 PM ET
Size
11.0 KB
Accession
0001638599-16-001353
Insider Transaction Report
Form 4
NORTEK INCNTK
Hirshorn James B
Director
Transactions
- Disposition from Tender
Common
2016-08-31$86.00/sh−23,454$2,017,044→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-08-31$68.50/sh−4,000$274,000→ 0 totalExercise: $17.50Exp: 2020-04-08→ Common (4,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-08-31$33.19/sh−13,016$432,001→ 0 totalExercise: $52.81Exp: 2022-07-16→ Common (13,016 underlying)
Footnotes (4)
- [F1]Disposed of in a tender offer by Nevada Corp., a Delaware corporation ("Acquisition Sub") to acquire all of the outstanding shares of common stock of Nortek, Inc., a Delaware corporation ("Nortek") for $86.00 per share pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 6, 2016, by and among Melrose Industries plc, Acquisition Sub and Nortek.
- [F2]Includes 3,835 securities held by the Reporting Person for the benefit of Ares Management LLC ("Ares"), the parent of the managers of Ares Corporate Opportunities Fund II, L.P. ("ACOF II") and Ares Corporate Opportunities Fund III, L.P. ("ACOF III" and together with ACOF II, the "ACOF Funds"), which are stockholders of Nortek. As of April 1, 2013, the Reporting Person became associated with Ares and the ACOF Funds. Pursuant to the policies of Ares and the ACOF Funds, the Reporting Person holds 3,835 securities as a nominee on behalf of, and for the benefit of, Ares and has assigned all economic, pecuniary and voting rights in respect of these securities to Ares.
- [F3]The amounts reported in this Form 4 do not include any securities of Nortek held by the ACOF Funds. The Reporting Person disclaims beneficial ownership of such securities of Nortek owned by the ACOF Funds and 3,835 securities of Nortek issued to the Reporting Person and held for the benefit of Ares, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of or has any pecuniary interest in any such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
- [F4]Pursuant to the terms of the Merger Agreement, each option that was outstanding and unexercised on the date of the Merger was automatically cancelled and converted into the right to receive a cash payment of $86.00 less the exercise price.
Documents
Issuer
NORTEK INC
CIK 0001216596
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001216596
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 4:39 PM ET
- Size
- 11.0 KB