SEC Form 4 · accession 0001423542-16-000255
SKULLCANDY, INC. · SKUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Kearl
Director
Period of report
Oct 3, 2016
Accepted (ET)
Oct 3, 2016 · 6:35 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 | 76,040 | — | D | 0 | D | |
| COMMON STOCKF1,F2 | Oct 3, 2016 | D | 13,650 | — | D | 0 | I | BY MONARCH PARTNERS |
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)F3,F5,F4 | $0.37 | Oct 3, 2016 | D | 29,378 | D | — | Aug 27, 2017 | COMMON STOCK | 29,378 | 0 | I |
| STOCK OPTION (RIGHT TO BUY)F3,F6 | $19.99 | Oct 3, 2016 | D | 28,000 | D | — | Jul 27, 2021 | COMMON STOCK | 28,000 | 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 a total of 66,963 shares of the Company's common stock (of which (i) 53,313 shares of the Company's common stock were held directly by the reporting person and (ii) 13,650 shares of Common Stock held by Monarch Partners) in the merger and Offer (as defined in the Merger Agreement) in exchange for $6.35 per share in cash (the "Offer Price"), and 22,727 unvested time-based restricted stock units, which were cancelled in exchange for the Offer Price.
- F2The Reporting Person is the manager of Monarch Partners and holds voting and dispositive power of the shares and options held by Monarch Partners. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Monarch Partners, but disclaims beneficial ownership of such shares and options to the extent of his pecuniary interest therein.
- F3Pursuant 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.
- F4The shares are fully vested and exercisable.
- F5The Reporting Person is the manager of Pura Vida Investment Capital ("Pura Vida") and holds voting and dispositive power of the shares and the options held by Pura Vida. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Pura Vida, but disclaims beneficial ownership of such shares and options except to extent of his pecuniary interest therein.
- F6The original vesting term of the option was as follows: the option vests (i) with respect to 33% of the shares underlying the option, on July 27, 2012; and (ii) with respect to the remaining 67% of the shares underlying the option, in twenty-four substantially equal installments on each monthly anniversary thereafter.