SEC Form 4 · accession 0001437749-15-022132
STEINER LEISURE Ltd · STNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Lazarus
Officer — COO & CFO
Period of report
Dec 9, 2015
Accepted (ET)
Dec 11, 2015 · 7:37 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 | 50,584 | $65.00 | D | 27,947 | D | |
| Common SharesF2 | Dec 9, 2015 | D | 12,198 | $65.00 | D | 15,749 | D | |
| Common SharesF3 | Dec 9, 2015 | D | 1,586 | $65.00 | D | 14,163 | D | |
| Common SharesF4 | Dec 9, 2015 | J | 14,163 | $65.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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 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.
- F4Pursuant 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.