SEC Form 4 · accession 0000899243-16-012157
UTi WORLDWIDE INC · UTIW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lance E D'Amico
Officer — See Remarks
Period of report
Jan 22, 2016
Accepted (ET)
Jan 25, 2016 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001124827
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Jan 22, 2016 | D | 138,778 | $7.10 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $20.07 | Jan 22, 2016 | D | 13,094 | D | — | Apr 15, 2021 | Ordinary Shares | 13,094 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $16.81 | Jan 22, 2016 | D | 16,686 | D | — | Apr 13, 2022 | Ordinary Shares | 16,686 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $14.05 | Jan 22, 2016 | D | 21,735 | D | — | Apr 15, 2023 | Ordinary Shares | 21,735 | 0 | D |
Explanation of responses
- F1Pursuant to the Merger Agreement, dated as October 9, 2015 (the "Merger Agreement"), by and among UTi Worldwide Inc. (the "Issuer"), DSV A/S ("Parent") and Louvre Acquisitionco, Inc. ("Merger Sub"), on January 22, 2016 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), and as a result these securities of the Issuer were automatically cancelled and converted into the right to receive $7.10 per share in cash (the "Merger Consideration").
- F2This option, which provided for vesting in three equal annual installments beginning April 14, 2012 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
- F3This option, which provided for vesting in three equal annual installments beginning April 14, 2013 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
- F4This option, which provided for vesting in three equal annual installments beginning April 15, 2014 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
Remarks
Mr. Lance E. D'Amico's proper title as an officer of UTi Worldwide Inc. is Executive Vice President--Chief Administrative Officer and Corporate Secretary.