SEC Form 4 · accession 0000899243-16-012165

UTi WORLDWIDE INC · UTIW

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

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Jan 22, 2016

Accepted (ET)

Jan 25, 2016 · 6:16 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 Shares^F1	Jan 22, 2016	D	290,126	$7.10	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$12.58	Jan 22, 2016	D	8,408	D	—	Jun 29, 2020	Ordinary Shares	8,408	D
Employee Stock Option (Right to Buy)^F3	$20.07	Jan 22, 2016	D	9,417	D	—	Apr 15, 2021	Ordinary Shares	9,417	D
Employee Stock Option (Right to Buy)^F4	$16.81	Jan 22, 2016	D	13,470	D	—	Apr 13, 2022	Ordinary Shares	13,470	D
Employee Stock Option (Right to Buy)^F5	$14.05	Jan 22, 2016	D	24,502	D	—	Apr 15, 2023	Ordinary Shares	24,502	D

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 full on January 29, 2011 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, 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.
F4This 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.
F5This 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.