SEC Form 4 · accession 0001423542-16-000248

SKULLCANDY, INC. · SKUL

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

Reporting owner

S Hoby Darling

Officer — PRESIDENT AND CEO · Director

Period of report

Oct 3, 2016

Accepted (ET)

Oct 3, 2016 · 6:19 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001423542

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
COMMON STOCK^F1	Oct 3, 2016	D	184,096	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
STOCK OPTION (RIGHT TO BUY)^F2,F3	$5.15	Oct 3, 2016	D	603,774	D	—	May 8, 2023	COMMON STOCK	603,774	D
STOCK OPTION (RIGHT TO BUY)^F2,F4	$9.11	Oct 3, 2016	D	93,167	D	—	Mar 12, 2024	COMMON STOCK	93,167	D
STOCK OPTION (RIGHT TO BUY)^F2,F5	$10.58	Oct 3, 2016	D	73,099	D	—	Mar 17, 2025	COMMON STOCK	73,099	D
STOCK OPTION (RIGHT TO BUY)^F2,F6	$4.12	Oct 3, 2016	D	116,279	D	—	Mar 7, 2026	COMMON STOCK	116,279	D

Explanation of responses

F1Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 23, 2016, by and among Skullcandy, Inc., a Delaware corporation (the "Company"), MRSK Hold Co., a Delaware corporation ("Parent"), and MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent, the reporting person disposed of 85,143 shares of the Company's common stock in the merger and Offer (as defined in the Merger Agreement) in exchange for $6.35 per share in cash (the "Offer Price"), and 19,418 unvested time-based restricted stock units and 79,535 unvested performance-based restricted stock units (with respect to restricted stock units awarded that vest in whole or in part on basis of achievement of performance goals, the number of restricted stock units that would vest at 100% of targeted performance is reflected), each of which was cancelled in exchange for the Offer Price.
F2Pursuant to the terms of the Merger Agreement, each stock option of the Company, whether vested or unvested, was cancelled in exchange for a cash payment with respect thereto equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such option, and (B) the number of shares of common stock underlying such option.
F3The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 18, 2014.
F4The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 12, 2015.
F5The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 17, 2016.
F6The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 7, 2017.