SEC Form 4 · accession 0001209191-17-046711

Intrawest Resorts Holdings, Inc. · SNOW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP, CFO & Treasurer

Period of report

Jul 31, 2017

Accepted (ET)

Jul 31, 2017 · 5:04 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 Stock^F1	Jul 31, 2017	D	55,593	$23.75	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F1,F2,F3	—	Jul 31, 2017	D	31,357	D	—	—	Common Stock	31,357	0	D

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 IRHI, with IRHI continuing as the Surviving Company (the "Merger"). Upon closing of the Merger on July 31, 2017, each share of Common Stock issued and outstanding was converted into the right to receive $23.75 in cash and each restricted stock unit ("RSU") was terminated and canceled for the right to receive a single lump sum cash payment equal to $23.75 per RSU.
F2At grant, each RSU represented the right to receive either one share of IRHI common stock ("Common Stock") or an amount of cash equal to the fair market value of one share of Common Stock.
F3On June 30, 2017, the reporting person was granted 31,357 RSUs which vest on the earlier of November 20, 2017 and a Change in Control (as defined in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan). Pursuant to the Merger Agreement, the RSUs vested in full upon closing of the Merger on July 31, 2017.