SEC Form 4 · accession 0001423542-16-000258
SKULLCANDY, INC. · SKUL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Greg Warnock
Director
Period of report
Oct 3, 2016
Accepted (ET)
Oct 3, 2016 · 6:40 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 | 117,796 | — | 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 | $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 87,683 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 30,113 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 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.