SEC Form 4 · accession 0001437749-15-022131

STEINER LEISURE Ltd · STNR

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

Reporting owner

Officer — President - Elemis Global

Period of report

Dec 9, 2015

Accepted (ET)

Dec 11, 2015 · 7:31 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	65,858	$65.00	D	14,643	D
Common Shares^F2	Dec 9, 2015	D	7,722	$65.00	D	6,921	D
Common Shares^F3	Dec 9, 2015	J	6,921	$65.00	D	0	D

No Table II lines on this filing.

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.
F3Pursuant to a rollover agreement by and between an affiliate of Nemo Parent, Inc. and the Reporting Person, the Reporting Person contributed these shares in exchange for equity interests in an affiliate of Nemo Parent, Inc. (the "Rollover"), effective as of the effective time of the Merger. For purposes of the Rollover, the Reporting Person's shares were valued at the Merger Consideration.