SEC Form 4 · accession 0001209191-17-046710
Intrawest Resorts Holdings, Inc. · SNOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F. Marano
Officer — CEO & President · Director
Period of report
Jul 31, 2017
Accepted (ET)
Jul 31, 2017 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001587755
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 31, 2017 | D | 10,000 | $23.75 | 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 OptionF1,F2 | $10.49 | Jul 31, 2017 | D | 880,141 | D | — | Nov 20, 2024 | Common Stock | 880,141 | 0 | D |
| Stock OptionF1,F2 | $11.25 | Jul 31, 2017 | D | 880,141 | D | — | Nov 20, 2024 | Common Stock | 880,141 | 0 | D |
| Stock OptionF1,F2 | $12.01 | Jul 31, 2017 | D | 880,141 | D | — | Nov 20, 2024 | Common Stock | 880,141 | 0 | D |
Explanation of responses
- F1On April 7, 2017, Intrawest Resorts Holdings, Inc. ("IRHI") entered into an Agreement and Plan of Merger with Hawk Holding Company, LLC, Hawk Holding Company, Inc., and Hawk Merger Sub, Inc., pursuant to which Hawk Merger Sub, Inc. would be merged with and into IRHI, with IRHI continuing as the Surviving Company (the "Merger"). Pursuant to the Merger Agreement, upon closing of the Merger on July 31, 2017, each share of IRHI common stock ("Common Stock") issued and outstanding was converted into the right to receive $23.75 in cash and each outstanding option to purchase a share of Common Stock (a "Stock Option") was terminated and canceled in exchange for the right to receive a single lump sum cash payment equal to (i) the product of (A) the number of shares of Common Stock subject to the Stock Option, whether or not then vested, and (B) the excess of $23.75 over the exercise price applicable to such Stock Option.
- F2Pursuant to the Stock Option Award Agreement dated November 20, 2014 between IRHI and the reporting person, the first tranche of the Stock Option vested and became exercisable on November 20, 2016, and the second tranche of the Stock Option would become vested and exercisable on November 20, 2017, subject to the reporting person's continued employment with IRHI. Pursuant to the Merger Agreement, upon closing of the Merger on July 31, 2017, the Stock Option vested in full.