SEC Form 4 · accession 0001638599-16-001355
NORTEK INC · NTK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bennett Rosenthal
Director
Period of report
Aug 31, 2016
Accepted (ET)
Aug 31, 2016 · 4:41 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 |
|---|---|---|---|---|---|---|---|---|
| CommonF1,F2,F3 | Aug 31, 2016 | U | 7,633 | $86.00 | 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)F2,F3,F4 | $17.50 | Aug 31, 2016 | D | 10,000 | D | — | Apr 8, 2020 | Common | 10,000 | 0 | D |
Explanation of responses
- 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.
- F2These securities are held by the Reporting Person for the benefit of Ares Management LLC ("Ares") and Ares Corporate Opportunities Fund II, L.P. ("ACOF II") and Ares Corporate Opportunities Fund III, L.P. ("ACOF III" and together with ACOF II, the "ACOF Funds"), which are indirectly controlled by Ares. The Reporting Person is associated with Ares and the ACOF Funds. Pursuant to the policies of Ares and the ACOF Funds, the Reporting Person holds these securities as a nominee on behalf, and for the sole benefit, of Ares and has assigned all economic, pecuniary and voting rights in respect of these securities to Ares.
- F3The amounts reported in this Form 4 do not include any securities of Nortek held by the ACOF Funds. The Reporting Person disclaims beneficial ownership of such securities of Nortek owned by the ACOF Funds and such securities of Nortek issued to the Reporting Person, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of or has any pecuniary interest in any such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
- 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.