SEC Form 4 · accession 0001001606-16-000125
BLOUNT INTERNATIONAL INC · BLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A. Willmott
Officer — President & COO · Director
Period of report
Apr 12, 2016
Accepted (ET)
Apr 14, 2016 · 12:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001001606
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 12, 2016 | D | 50,116 | $10.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF1,F3 | $9.52 | Apr 12, 2016 | D | 100,000 | D | — | Dec 14, 2019 | Common Stock | 100,000 | 0 | D |
| Restricted Stock UnitF1,F4 | $0.00 | Apr 12, 2016 | D | 38,824 | D | — | — | Common Stock | 38,824 | 0 | D |
Explanation of responses
- F1On April 12, 2016, ASP Blade Intermediate Holdings, Inc., a Delaware corporation ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger, dated as of December 9, 2015 (the "Merger Agreement"), among the issuer, Parent and ASP Blade Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). In accordance with the terms of the Merger Agreement Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. The Merger is more fully described in the issuer's proxy statement filed with the Securities and Exchange Commission on March 9, 2016.
- F2Pursuant to the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of the issuer's common stock owned by the reporting person immediately prior to the Effective Time was cancelled and converted into the right to receive $10.00 in cash (the "per share merger consideration"), without interest and less any applicable withholding taxes.
- F3Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option held by the reporting person immediately prior to the Effective Time, (which vested in three equal annual installments from December 14, 2010 to December 14, 2012) was cancelled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes.
- F4Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit with respect to the issuer's common stock held by the reporting person immediately prior to the Effective Time (which were granted on March 11, 2014 or March 17, 2015) was cancelled and converted into the right to receive the per share merger consideration, without interest and less any applicable withholding taxes.