SEC Form 4 · accession 0001423542-16-000257

SKULLCANDY, INC. · SKUL

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

Reporting owner

Director

Period of report

Oct 3, 2016

Accepted (ET)

Oct 3, 2016 · 6:38 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	91,983	—	D	0	D

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	$20.00	Oct 3, 2016	D	28,000	D	—	Jul 19, 2021	COMMON STOCK	28,000	0	D

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 62,154 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 29,829 unvested time-based restricted stock units, which were 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: vests (i) with respect to 33% of the shares underlying the option, on June 13, 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.