SEC Form 4 · accession 0001437749-15-022117
STEINER LEISURE Ltd · STNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clive E Warshaw
Officer — Chairman · Director
Period of report
Dec 9, 2015
Accepted (ET)
Dec 11, 2015 · 6:00 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Dec 9, 2015 | D | 1,830 | $65.00 | D | 771,023 | D | |
| Common SharesF2 | Dec 9, 2015 | D | 769,193 | $65.00 | D | 0 | D | |
| Common SharesF1,F3 | Dec 9, 2015 | D | 1,372 | $65.00 | D | 13,092 | I | By Spouse |
| Common SharesF2,F3 | Dec 9, 2015 | D | 13,092 | $65.00 | D | 0 | I | By Spouse |
Table II — derivative securities
| 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 | $42.97 | Dec 9, 2015 | D | 25,000 | D | Nov 27, 2007 | Nov 27, 2016 | Common Shares | 25,000 | 0 | D |
Explanation of responses
- 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 common shares converted into the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.
- F3Reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.
- 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.