SEC Form 4 · accession 0001535031-16-000147
Tumi Holdings, Inc. · TUMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerome Griffith
Officer — CEO and President · 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 | 1,342,349 | $26.75 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Aug 1, 2016 | D | 370,000 | $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)F4,F3 | $23.25 | Aug 1, 2016 | D | 87,106 | D | — | Mar 3, 2025 | Common Stock, $0.01 par value per share | 87,106 | 0 | D |
| Stock Option (Right to Buy)F6,F5 | $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)F8,F7 | $22.95 | Aug 1, 2016 | D | 58,168 | D | — | Mar 4, 2024 | Common Stock, par value $0.01 per share | 58,168 | 0 | D |
| Restricted Stock UnitsF11,F9,F10 | — | Aug 1, 2016 | D | 12,688 | D | — | — | Common Stock, $0.01 par value per share | 12,688 | 0 | D |
| Restricted Stock UnitsF13,F9,F12 | — | Aug 1, 2016 | D | 44,810 | D | — | — | Common Stock, $0.01 par value per share | 44,810 | 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 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.
- F11Upon 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 $339,404 (representing a price of $26.75 per restricted stock unit).
- F12The 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.
- F13Upon 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 $1,198,667.50 (representing a price of $26.75 per restricted stock unit).
- F2Shares held by Griffith Investment Management Company, LLC (the "LLC"), of which Mr. Griffith is a Manager. The membership units in the LLC are held by four trusts, for which Mr. Griffith disclaims beneficial ownership of the securities held by the LLC 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.
- F3The 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").
- F4Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $304,871 (representing a price per share equal to the difference between the merger consideration,$26.75 per share, and the exercise price of the option).
- F5The 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.
- F6Upon 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).
- F7The 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.
- F8Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $221,038.40 (representing a price per share equal to the difference between the merger consideration,$26.75 per share, and the exercise price of the option).
- F9Each restricted stock unit represented a contingent right to receive one share of Issuer common stock.