SEC Form 4 · accession 0001091171-17-000016
BLUE NILE INC · NILE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon Sainsbury
Officer — Chief Revenue Officer
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 5:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001091171
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 15, 2017 | F | 1,540 | $40.72 | D | 28,706 | D | |
| Common StockF3,F4 | Feb 17, 2017 | D | 28,706 | — | D | 0 | D | |
| Common StockF3 | holding | — | — | — | 0 | I | By wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F5 | $21.22 | Feb 17, 2017 | D | 14,000 | D | — | Feb 22, 2019 | Common Stock | 14,000 | 0 | D |
| Stock Options (Right to Buy)F5 | $33.45 | Feb 17, 2017 | D | 15,000 | D | — | Nov 15, 2021 | Common Stock | 15,000 | 0 | D |
| Stock Options (Right to Buy)F5 | $31.31 | Feb 17, 2017 | D | 8,800 | D | — | Feb 14, 2023 | Common Stock | 8,800 | 0 | D |
| Stock Option (Right to Buy)F5 | $33.25 | Feb 17, 2017 | D | 5,989 | D | — | Feb 14, 2024 | Common Stock | 5,989 | 0 | D |
| Stock Option (Right to Buy)F5 | $30.20 | Feb 17, 2017 | D | 1,847 | D | — | May 14, 2024 | Common Stock | 1,847 | 0 | D |
Explanation of responses
- F1The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of restricted stock units previously reported. These shares were not issued to or sold by the reporting person.
- F2Includes vested and unvested units of restricted stock.
- F3Pursuant to the agreement and plan of merger dated as of November 6, 2016 ("Merger Agreement"), by and among the issuer, Blue Nile, Inc., a Delaware corporation, BC Cyan Parent Inc., a Delaware corporation, and BC Cyan Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of BC Cyan Parent Inc., at the Effective Time (as defined in the Merger Agreement), each outstanding share of common stock and restricted stock unit owned by the reporting person was cancelled and converted into the right to receive $40.75 (the "Per Share Price") less any required withholding taxes.
- F4The reporting person will receive an additional amount in cash equivalent to 18.12 shares due to dividend equivalents.
- F5Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option owned by the reporting person that has an exercise price per share of common stock underlying the stock option that is less than the Per Share Price will be cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, determined by multiplying (a) the excess of the Per Share Price over the exercise price of such stock option by (b) the number of shares of common stock underlying the stock option.