SEC Form 4 · accession 0001091171-17-000028
BLUE NILE INC · NILE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott E Howe
Director
Period of report
Feb 17, 2017
Accepted (ET)
Feb 17, 2017 · 5:17 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,F3 | Feb 17, 2017 | D | 12,061 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $28.85 | Feb 17, 2017 | D | 7,323 | D | — | Jun 4, 2025 | Common Stock | 7,323 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2The reporting person will receive an additional amount in cash equivalent to 1.81 shares due to dividend equivalents.
- F3The reporting person's previous Form 4 over reported the number of restricted stock units held, resulting in an additional 3 shares.
- F4Pursuant 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.