SEC Form 4 · accession 0001396677-17-000031
NUTRACEUTICAL INTERNATIONAL CORP · NUTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary M Hume
Officer — Executive Vice President
Period of report
Aug 23, 2017
Accepted (ET)
Aug 24, 2017 · 7:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001050007
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 8, 2017 | G | 12,064 | $0.00 | D | 15,131 | I | By Trust |
| Common Stock | Jun 8, 2017 | G | 4,821 | $0.00 | D | 1,895 | D | |
| Common StockF3 | Jun 8, 2017 | A | 16,855 | $0.00 | A | 41,000 | I | By Wife's Trust |
| Common Stock | Jun 8, 2017 | G | 1,895 | $0.00 | D | 0 | D | |
| Common Stock | Jun 8, 2017 | A | 1,895 | $0.00 | A | 1,895 | I | By IRA |
| Common StockF2 | Jun 27, 2017 | G | 2,655 | $0.00 | D | 12,476 | I | By Trust |
| Common StockF4 | Aug 23, 2017 | D | 41,000 | — | D | 0 | I | By Wife's Trust |
| Common StockF4,F2 | Aug 23, 2017 | D | 12,476 | — | D | 0 | I | By Trust |
| Common StockF4 | Aug 23, 2017 | D | 1,895 | — | D | 0 | I | By IRA |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares transferred to irrevocable trust (Frances A. Hume Trust), which reporting person and reporting person's wife are trustees and reporting person is the beneficiary of income only from the trust until his death and their respective children are the beneficiaries of the trust.
- F2These shares are held in the Gary M. Hume Trust, an irrevocable trust, for the benefit of the children of reporting person and reporting person's wife. The reporting person and reporting person's wife are trustees of the trust. The reporting person's wife is the beneficiary of income only from the trust until her death. The reporting 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 the securities for purposes of Section 16 or any other purpose.
- F3These shares are held in the Frances A. Hume Trust, an irrevocable trust, for the benefit of the children of reporting person and reporting person's wife. The reporting person and reporting person's wife are trustees of the trust. The reporting person is the beneficiary of income only from the trust until his death. The reporting 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 the securities for purposes of Section 16 or any other purpose.
- F4Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 21, 2017, by and among Nutraceutical International Corporation (the "Company"), Nutrition Parent, LLC ("Parent") and Nutrition Sub, Inc. ("Merger Sub"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent, each share of the Company's common stock, par value $0.01 per share (the "Common Stock"), owned by the reporting person was converted into the right to receive $41.80 in cash without interest (the "Merger Consideration").
- F5Represents shares transferred to reporting person's IRA.