SEC Form 4 · accession 0001423542-16-000249
SKULLCANDY, INC. · SKUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick D Grosso
Officer — SEE REMARKS
Period of report
Oct 3, 2016
Accepted (ET)
Oct 3, 2016 · 6:22 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 STOCKF1 | Oct 3, 2016 | D | 30,143 | — | 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 | $5.07 | Oct 3, 2016 | D | 14,044 | D | — | Aug 6, 2023 | COMMON STOCK | 14,044 | 0 | D |
| STOCK OPTION (RIGHT TO BUY)F2,F4 | $9.11 | Oct 3, 2016 | D | 31,055 | D | — | Mar 12, 2024 | COMMON STOCK | 31,055 | 0 | D |
| STOCK OPTION (RIGHT TO BUY)F2,F5 | $10.58 | Oct 3, 2016 | D | 29,239 | D | — | Mar 17, 2025 | COMMON STOCK | 29,239 | 0 | D |
| STOCK OPTION (RIGHT TO BUY)F2,F6 | $4.12 | Oct 3, 2016 | D | 52,325 | D | — | Mar 7, 2026 | COMMON STOCK | 52,325 | 0 | 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 15,494 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 5,548 unvested time-based restricted stock units and 9,101 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 July 15, 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.
Remarks
The Reporting Person is the Vice President, Strategic Initiatives and Corporate Affairs, Chief Legal Officer and Corporate Secretary of the Issuer.