SEC Form 4 · accession 0001021561-18-000026
NU SKIN ENTERPRISES, INC. · NUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 11:26 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001021561
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F8,F9 | Feb 28, 2018 | M | 1,535,652 | $46.48 | A | 1,535,652 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 4.75% Convertible Senior Notes due 2020F1,F2,F5,F6,F7,F9,F8,F3,F4 | $46.48 | Feb 28, 2018 | M | 4,516,134 | D | — | — | Class A Common Stock | 4,516,134 | 0 | D |
Explanation of responses
- F1This Form 4 is filed on behalf of Ping An ZQ China Growth Opportunity Limited ("Ping An ZQ") and Mr. Zheqing Shen ("Mr. Shen"). Mr. Shen is a director of Ping An ZQ and of the Issuer. Ping An ZQ may be deemed a director by deputization of the Issuer. The 4.75% Convertible Senior Notes due 2020 (the "Convertible Notes") and the Class A Common Stock are held directly by Ping An ZQ.
- F2Pursuant to Rule 16a-1(a) (4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that each of the Reporting Persons are beneficial owners of all securities covered by this filing, and Mr. Shen disclaims beneficial ownership of the securities of the Issuer held by Ping An ZQ, except to the extent of Mr. Shen's pecuniary interest therein, if any.
- F3In accordance with an investment agreement, dated as of June 14, 2016, Ping An ZQ is restricted from converting the Convertible Notes prior to the six (6) month anniversary of the date of issuance, subject to certain exceptions.
- F4The Convertible Notes mature on June 15, 2020, subject to earlier repurchase or conversion in accordance with their terms.
- F5Under the terms of an indenture, dated as of June 16, 2016, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"), upon conversion of the Convertible Notes by Ping An ZQ, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. The number of shares shown represents the number of shares of Common Stock that would be issuable upon conversion of the Convertible Notes if the Issuer elected to settle its conversion obligation solely by delivering shares of Common Stock at the initial conversion rate of 21.5054 shares of Common Stock (the "Initial Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The Initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Indenture.
- F6(Continued from footnote (5)) Notwithstanding the provisions set forth in footnote (7), the Issuer has irrevocably elected to settle its conversion obligation so long as the Convertible Notes are held by Ping An ZQ by delivering (i) cash in respect of each $1,000 principal amount of the Convertible Notes and (ii) shares of Common Stock in respect of any additional amounts, except fractional shares of Common Stock, which will be paid in cash. Therefore, the actual number of shares of Common Stock that Ping An ZQ will receive upon the conversion of the Convertible Notes will be less than the number of shares shown.
- F7The aggregate principal amount of the Convertible Note is $210 million. The Initial Conversion Rate is equivalent to an initial conversion price of approximately $46.50 per share of Common Stock. The initial conversion price has been adjusted in accordance with certain price adjustment mechanism in the Indenture and on the conversion date, the conversion price was $46.48 per share of Common Stock.
- F8On February 28, 2018, the Issuer settled its obligations to deliver shares of the Issuer's Class A Common Stock to Ping An ZQ in connection with its conversion of all $210.0 million in aggregate principal amount of the Convertible Notes held by Ping An ZQ. Pursuant to the Issuer's settlement election referred to in footnote (6), the $210.0 million in aggregate principal amount of the outstanding Convertible Notes held by Ping An ZQ were convertible into $210.0 million in cash and 1,535,652 shares of Class A Common Stock at a conversion rate of 21.51301 shares of Common Stock (which represents the adjusted conversion price as of the conversion date of $46.48 per share of Common Stock).
- F9The Class A Common Stock and the Convertible Notes are held directly by Ping An ZQ. See footnote (1).
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or is subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.