SEC Form 4 · accession 0001535031-16-000151
Tumi Holdings, Inc. · TUMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter L Gray
Officer — EVP and General Counsel
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 7:00 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 | 1,503 | $26.75 | 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)F3,F2 | $23.25 | Aug 1, 2016 | D | 13,779 | D | — | Mar 3, 2025 | Common Stock, $0.01 par value per share | 13,779 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $23.54 | Aug 1, 2016 | D | 46,641 | D | — | Dec 4, 2023 | Common Stock, par value $0.01 per share | 46,641 | 0 | D |
| Stock Option (Right to Buy)F7,F6 | $22.95 | Aug 1, 2016 | D | 13,572 | D | — | Mar 4, 2024 | Common Stock, par value $0.01 per share | 13,572 | 0 | D |
| Restricted Stock UnitsF10,F8,F9 | — | Aug 1, 2016 | D | 2,007 | D | — | — | Common Stock, $0.01 par value per share | 2,007 | 0 | D |
| Restricted Stock UnitsF12,F8,F11 | — | Aug 1, 2016 | D | 7,088 | D | — | — | Common Stock, $0.01 par value per share | 7,088 | 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.
- F10Upon 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 $53,687.25 (representing a price of $26.75 per restricted stock unit).
- F11The 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.
- F12Upon 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 $189,604 (representing a price of $26.75 per restricted stock unit).
- F2The 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").
- F3Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $48,226.50 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
- F4The stock options vest in five equal installments on each of the first five anniversaries of December 4, 2013, subject to the terms and conditions of the Plan.
- F5Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $149,717.61 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
- F6The 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.
- 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 $51,573.60 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
- F8Each restricted stock unit represented a contingent right to receive one share of Issuer common stock.
- F9The 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.