SEC Form 4 · accession 0001638599-16-001367
NORTEK INC · NTK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J David Smith
Director
Period of report
Aug 31, 2016
Accepted (ET)
Sep 1, 2016 · 9:19 am 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 | Aug 31, 2016 | U | 14,643 | $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 | $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.
- F2Pursuant to the terms of the Merger Agreement, each option that was outstanding and unexercised immediately 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.