SEC Form 4 · accession 0001209191-19-018377
NUTRI SYSTEM INC /DE/ · NTRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dawn M. Zier
Officer — President and CEO · Director
Period of report
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 2:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096376
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Mar 8, 2019 | D | 500,140 | — | D | 0 | D | |
| Common StockF5,F6 | Mar 8, 2019 | A | 20,043 | — | A | 20,043 | D | |
| Common StockF5,F6 | Mar 8, 2019 | A | 12,665 | — | A | 12,665 | D | |
| Common StockF5,F6 | Mar 8, 2019 | A | 20,864 | — | A | 20,864 | D | |
| Common StockF7,F8 | Mar 8, 2019 | A | 57,720 | — | A | 57,720 | D | |
| Common StockF7,F8 | Mar 8, 2019 | A | 90,132 | — | A | 90,132 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF6 | $14.95 | Mar 8, 2019 | D | 20,043 | D | Mar 20, 2018 | Mar 20, 2021 | Common Stock | 20,043 | 0 | D |
| Option to Purchase Common StockF6 | $21.64 | Mar 8, 2019 | D | 12,665 | D | Dec 31, 2017 | Dec 31, 2022 | Common Stock | 12,665 | 0 | D |
| Option to Purchase Common StockF6 | $20.94 | Mar 8, 2019 | D | 20,864 | D | Jan 4, 2019 | Jan 4, 2023 | Common Stock | 20,864 | 0 | D |
| Performance-Based Restricted Stock UnitsF8,F3,F4 | — | Mar 8, 2019 | D | 57,720 | D | — | — | Common Stock | 57,720 | 0 | D |
| Performance-Based Restricted Stock UnitsF8,F3,F4 | — | Mar 8, 2019 | D | 90,132 | D | — | — | Common Stock | 90,132 | 0 | D |
Explanation of responses
- F1This amount includes 41,440 shares of Issuer Common Stock subject to restricted stock awards that, subject to the terms of the Issuer's Amended and Restated 2008 Long-Term Incentive Plan, as amended (the "Plan") and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4.
- F2This amount includes 68,376 shares of Issuer Common Stock subject to PRSUs that, subject to the terms of the Plan and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4.
- F3As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated December 9, 2018, by and among the Issuer, Tivity Health, Inc. ("Tivity Health"), and Sweet Acquisition Sub Inc., a wholly owned subsidiary of Tivity Health (the "Merger Agreement"), (i) each share of the Issuer's common stock, $0.001 par value per share ("Issuer Common Stock") held by the Reporting Person was converted into the right to receive (a) $38.75 in cash and (b) 0.2141 shares of Tivity Health common stock, par value $0.001 per share ("Tivity Health Common Stock"), plus cash in lieu of a fractional share of Tivity Health Common Stock; (ii) each option to purchase Issuer Common Stock held by the Reporting Person was cancelled and converted into the right to receive, in respect of each Net Option Share (as defined in the Merger Agreement) subject to each option, an amount in cash equal to the Merger Consideration Value (as defined in the Merger Agreement);
- F4Cont'd from Footnote 3: (iii) each restricted stock award held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such restricted stock awards multiplied by (b) the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded to the nearest whole number of shares of Tivity Health Common Stock; and (iv) each performance-based restricted stock unit ("PRSUs") held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such PRSUs (based on the actual or maximum performance level achievable by the Issuer as provided in the Merger Agreement) multiplied by (b) the Equity Award Exchange Ratio, rounded to the nearest whole number of shares of Tivity Health Common Stock.
- F5At grant, this stock option represented the right to purchase shares of Issuer Common Stock subject to the terms of the Plan and the applicable award agreement issued thereunder.
- F6As of the Effective Time, pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into the right to receive, in respect of each Net Option Share subject to this stock option, an amount in cash equal to the Merger Consideration Value.
- F7These PRSUs represented the contingent right to receive shares of Issuer Common Stock subject to the Issuer's achievement of performance conditions, subject to the terms of the Plan and the applicable award agreement issued thereunder.
- F8As of the Effective Time, pursuant to the terms of the Merger Agreement, such PRSUs were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4, assuming maximum performance was achieved.