SEC Form 4 · accession 0001179110-16-022170

RealD Inc. · RLD

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

Reporting owner

Leo A. Bannon

Officer — EVP, Global Operations

Period of report

Mar 22, 2016

Accepted (ET)

Mar 24, 2016 · 4:55 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001327471

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 22, 2016	D	94,782	$11.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Stock Units^F2	—	Mar 22, 2016	D	36,400	D	—	—	Common Stock	36,400	D
Performance Stock Units^F2	—	Mar 22, 2016	D	37,500	D	—	—	Common Stock	37,500	D
Stock Option (Right to Buy)^F3	$10.82	Mar 22, 2016	D	225,000	D	—	Oct 24, 2021	Common Stock	225,000	D
Stock Option (Right to Buy)^F4	$11.34	Mar 22, 2016	D	33,750	D	—	May 8, 2022	Common Stock	33,750	D

Explanation of responses

F1On November 8, 2015 RealD Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rhombus Cinema Holdings, LLC, a Delaware limited liability company ("Purchaser") and Rhombus Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Purchaser ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Purchaser as a result of the Merger that became effective on March 22, 2016. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), was cancelled and converted automatically into the right to receive a cash payment equal to $11.00 in cash, without interest less any applicable tax withholding.
F2Represents previously unearned performance stock units. Pursuant to the Merger Agreement, as of the Effective Time, each performance stock unit, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock issuable upon conversion of such performance stock unit paid out at 100% of target multiplied by (ii) $11.00, less any applicable tax withholding.
F3Pursuant to the Merger Agreement, as of the Effective Time, each option, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock subject to the option multiplied by (ii) the excess, if any, of $11.00 over the exercise price of the option, less any applicable tax withholding.
F4Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were cancelled.