SEC Form 4 · accession 0001638599-16-001334

NORTEK INC · NTK

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

Reporting owner

Officer — President and CEO · Director

Period of report

Aug 31, 2016

Accepted (ET)

Aug 31, 2016 · 2:50 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001216596

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common^F1,F2	Aug 31, 2016	U	115,322	$86.00	D	16,898	D
Common^F3	Aug 31, 2016	D	16,898	$0.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F4	$80.84	Aug 31, 2016	D	22,713	D	—	Feb 24, 2025	Common	22,713	D
Stock Option (Right to Buy)^F4	$26.16	Aug 31, 2016	D	200,000	D	—	Dec 30, 2021	Common	200,000	D
Stock Option (Right to Buy)^F4	$72.65	Aug 31, 2016	D	21,352	D	—	Mar 5, 2023	Common	21,352	D
Stock Option (Right to Buy)^F4	$72.48	Aug 31, 2016	D	17,900	D	—	Mar 5, 2024	Common	17,900	D
Stock Option (Right to Buy)^F4	$38.99	Aug 31, 2016	D	73,723	D	—	Jan 29, 2026	Common	73,723	D

F1Disposed of in a tender offer by Nevada Corp., a Delaware corporation ("Acquisition Sub") to acquire all of the outstanding shares of common stock of Nortek, Inc., a Delaware corporation ("Nortek") for $86.00 per share pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 6, 2016, by and among Melrose Industries plc, Acquisition Sub and Nortek.
F2Corrects a miscalculation in the total number of shares from a prior Form 4 in the amount of 10,772 shares.
F3Pursuant to the terms of the Merger Agreement, 50% of Performance-Based Restricted Stock was cancelled.
F4Pursuant to the terms of the Merger Agreement, each option that was outstanding and unexercised on the date of the Merger was automatically cancelled and converted into the right to receive a cash payment of $86.00 less the exercise price.