SEC Form 4 · accession 0001214659-18-003518
NEULION, INC. · NLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roy Reichbach
Officer — President and CEO · Director
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001387713
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 7, 2018 | D | 1,006,518 | $0.84 | D | 0 | D | |
| Common StockF5 | May 7, 2018 | D | 5,000,000 | $0.84 | D | 0 | I | By Charles B. Wang Multigenerational 2012 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F2 | $0.18 | May 7, 2018 | D | 150,000 | D | — | — | Common Stock | 150,000 | 0 | D |
| Employee Stock Options (right to buy)F2 | $0.44 | May 7, 2018 | D | 750,000 | D | — | — | Common Stock | 750,000 | 0 | D |
| Restricted Stock UnitsF4,F3 | — | May 7, 2018 | D | 150,000 | D | — | — | Common Stock | 150,000 | 0 | D |
| Restricted Stock UnitsF4,F3 | — | May 7, 2018 | D | 300,000 | D | — | — | Common Stock | 300,000 | 0 | D |
| Restricted Stock UnitsF4,F3 | — | May 7, 2018 | D | 248,656 | D | — | — | Common Stock | 248,656 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Company, WME Entertainment Parent, LLC, a Delaware limited liability company ("Parent"), and Lion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on May 7, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $0.84 per share in cash without interest and less any applicable tax withholdings.
- F2Pursuant to the Merger Agreement, each stock option outstanding immediately prior to the consummation of the Merger, whether then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $0.84 minus (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $0.84 was $0.
- F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
- F4Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger, whether then vested or unvested, was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $0.84 in cash.
- F5Mr. Reichbach is the trustee of the Charles B. Wang Multigenerational 2012 Trust and in such capacity has voting and dispositive control with respect to such shares. Mr. Reichbach disclaims beneficial ownership of the shares held by the 2012 Trust.