SEC Form 4 · accession 0001396677-17-000042

NUTRACEUTICAL INTERNATIONAL CORP · NUTR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sergio Diaz Gonzalez

Officer — SVP, Global Initiatives

Period of report

Aug 23, 2017

Accepted (ET)

Aug 24, 2017 · 8:38 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 Stock^F1	Aug 23, 2017	D	11,319	—	D	0	D

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)^F2,F3	—	Aug 23, 2017	D	25,200	D	—	Sep 30, 2019	Common Stock	25,200	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").
F2Each 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.
F3Pursuant 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.