SEC Form 4 · accession 0001396677-17-000032
NUTRACEUTICAL INTERNATIONAL CORP · NUTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stanley E Soper
Officer — Senior Vice President and CLO
Period of report
Aug 23, 2017
Accepted (ET)
Aug 24, 2017 · 7:29 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 StockF1 | Aug 23, 2017 | D | 5,237 | — | D | 0 | D | |
| Common StockF1 | Aug 23, 2017 | D | 1,400 | — | D | 0 | I | By IRA |
| Common StockF1,F2 | Aug 23, 2017 | D | 19,074 | — | D | 0 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Unit (PSU)F3,F4 | — | Aug 23, 2017 | D | 14,700 | D | — | Sep 30, 2019 | Common Stock | 14,700 | 0 | D |
Explanation of responses
- F1Pursuant 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").
- F2These shares are held in The Soper Family Trust (the "Trust"), a revocable trust, which reporting person and reporting person's wife are trustees and who with their children are beneficiaries of the Trust. These shares are held in the Trust for the benefit of reporting person and reporting person's wife and children. The reporting person and reporting person's wife are trustees of the Trust. The reporting person may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.
- F3Each performance stock unit ("PSU") represented the right to receive Common Stock, subject to certain performance measures. Such PSUs had a three-year performance period, commencing on October 1, 2016 and ending on September 30, 2019.
- F4Pursuant to the Merger Agreement, at the Effective Time, each PSU was cancelled and converted automatically into the right to receive a cash payment, without interest, equal in value to the per share price multiplied by the aggregate number of shares of Common Stock subject to such PSU (assuming the maximum level of performance achievable under the terms of the PSUs, which is 210%)(the "PSU cash payment"). The PSU cash payment will be made in two installments as follows: (i) at the Effective Time, an amount equal to 50% of the PSU cash payment and (ii) the remaining amount of the PSU cash payment will become payable on the earlier of (I) the one-year anniversary of the effective time of the Merger, subject to the continued employment of such holder and (II) the termination of such holder's employment (A) by the Company without cause (and other than due to death or disability) or (B)by such holder for good reason.