SEC Form 4 · accession 0001046859-15-000164
REMY INTERNATIONAL, INC. · REMY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barbara J Bitzer
Officer — VP & Global Controller
Period of report
Nov 10, 2015
Accepted (ET)
Nov 10, 2015 · 4:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001046859
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 10, 2015 | D | 12,576 | $29.50 | D | 0 | D | |
| Common StockF1 | Nov 10, 2015 | D | 230 | $29.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right To Purchase)F2 | $23.01 | Nov 10, 2015 | D | 12,379 | D | — | Feb 23, 2022 | Common Stock | 12,379 | 0 | D |
| Stock Option (right To Purchase)F2 | $21.98 | Nov 10, 2015 | D | 6,368 | D | — | Feb 18, 2021 | Common Stock | 6,368 | 0 | D |
| Stock Option (right To Purchase)F2 | $18.50 | Nov 10, 2015 | D | 3,955 | D | — | Feb 21, 2020 | Common Stock | 3,955 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 12, 2015 (the "Merger Agreement") by and among BorgWarner Inc., Band Merger Sub, Inc. and the Issuer, each share of the Issuer's common stock (including time- and performance-based shares of restricted common stock with performance vesting conditions treated as vested at the target performance level) issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was at the Effective Time converted into the right to receive $29.50 in cash, less any applicable withholding taxes.
- F2Pursuant to the terms of the Merger Agreement, this option to purchase the Issuer's common stock outstanding was fully vested and cancelled at the Effective Time and, in exchange therefore, the holder of such option became entitled to receive a cash payment equal to the product of (a) the total number of shares of the Issuer's common stock previously subject to such option and (b) the excess of $29.50 over the exercise price of the option, less any applicable withholding taxes.