SEC Form 4 · accession 0001535031-16-000146
Tumi Holdings, Inc. · TUMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Mardy
Officer — CFO and EVP · Director
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 6:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001535031
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1 | Aug 1, 2016 | D | 416,949 | $26.75 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Aug 1, 2016 | D | 8,000 | $26.75 | D | 0 | I | See footnote |
| Common Stock, par value $0.01 per shareF1,F3 | Aug 1, 2016 | D | 215,000 | $26.75 | D | 0 | I | See footnote |
| Common Stock, par value $0.01 per shareF1,F4 | Aug 1, 2016 | D | 8,000 | $26.75 | D | 0 | I | See footnote |
| Common Stock, par value $0.01 per shareF1,F5 | Aug 1, 2016 | D | 250,000 | $26.75 | D | 0 | I | See footnote |
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)F7,F6 | $23.25 | Aug 1, 2016 | D | 17,224 | D | — | Mar 3, 2025 | Common Stock, $0.01 par value per share | 17,224 | 0 | D |
| Stock Option (Right to Buy)F9,F8 | $20.45 | Aug 1, 2016 | D | 55,006 | D | — | Jan 4, 2023 | Common Stock, par value $0.01 per share | 55,006 | 0 | D |
| Stock Option (Right to Buy)F11,F10 | $22.95 | Aug 1, 2016 | D | 16,965 | D | — | Mar 4, 2024 | Common Stock, par value $0.01 per share | 16,965 | 0 | D |
| Restricted Stock UnitsF14,F12,F13 | — | Aug 1, 2016 | D | 2,509 | D | — | — | Common Stock, $0.01 par value per share | 2,509 | 0 | D |
| Restricted Stock UnitsF16,F12,F15 | — | Aug 1, 2016 | D | 13,924 | D | — | — | Common Stock, $0.01 par value per share | 13,924 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to and upon the effectiveness of the merger of PTL Acquisition Inc. ("Merger Sub"), a wholly owned subsidiary of Samsonite International S.A. ("Samsonite"), with and into the Issuer on August 1, 2016 pursuant to a merger agreement dated March 3, 2016 by and among Samsonite, Merger Sub and the Issuer.
- F10The stock option vests in three equal installments on each of the first three anniversaries of March 4, 2014, subject to the terms and conditions of the Plan.
- F11Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $64,467 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
- F12Each restricted stock unit represented a contingent right to receive one share of Issuer common stock.
- F13The restricted stock units vest in two equal installments on each of March 3, 2017 and March 2, 2018, subject to the terms and conditions of the Plan.
- F14Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $67,115.75 (representing a price of $26.75 per restricted stock unit).
- F15The restricted stock units vest in three equal installments on each of March 1, 2017, March 1, 2018 and March 1, 2019, subject to the terms and conditions of the Plan.
- F16Upon effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $372,467 (representing a price of $26.75 per restricted stock unit).
- F2Shares held by Theodore O'Donnell 2012 Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.
- F3Shares held by The 2012 Mardy Family Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.
- F4Shares held by Grant O'Donnell 2012 Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.
- F5Shares held by Michael Mardy 2016 Delaware Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.
- F6The stock option vests in three equal installments on each of the first three anniversaries of March 3, 2015, subject to the terms and conditions of the Tumi Holdings, Inc. 2012 Long-Term Incentive Plan (the "Plan").
- F7Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $60,284 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
- F8The stock options vest in five equal installments on each of the first five anniversaries of January 4, 2013, subject to the terms and conditions of the Plan.
- F9Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $346,537.80 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).