SEC Form 4 · accession 0001437749-15-022114

STEINER LEISURE Ltd · STNR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Exec. V.P. & General Counsel

Period of report

Dec 9, 2015

Accepted (ET)

Dec 11, 2015 · 5:24 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001018946

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Shares^F1	Dec 9, 2015	D	15,330	$65.00	D	11,185	D
Common Shares^F2	Dec 9, 2015	D	3,965	$65.00	D	7,220	D
Common Shares^F3	Dec 9, 2015	D	7,220	$65.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Share Option (Right to Buy)^F4	$37.63	Dec 9, 2015	D	4,566	D	Jan 31, 2009	Jan 30, 2016	Common Shares	4,566	0	D

F1Represents time-based restricted share units subject to vesting over time, which were vested and canceled at the effective time of the merger pursuant to the Agreement and Plan of Merger, dated August 20, 2015, by and among the Company, Nemo Parent, Inc. and Nemo Merger Sub., Inc. (the "Merger"), in exchange for the right to receive $65.00 in cash per share (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law.
F2Represents performance-based restricted share units subject to vesting contingent on the achievement of performance goals or targets, which were vested and cancelled at the effective time of the Merger in exchange for the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.
F3Represents common shares converted into the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.
F4As of the effective time of the Merger, each outstanding share option to purchase common shares was canceled in exchange for the right to receive an amount in cash (subject to any applicable withholding) equal to the product of (i) the total number of common shares subject to the share option as of the effective time of the Merger and (ii) the amount by which the Merger Consideration exceeds the exercise price per share of common shares underlying the share option.