SEC Form 4 · accession 0001209191-17-046712

Intrawest Resorts Holdings, Inc. · SNOW

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

Reporting owner

Officer — SVP, Chief GC & Corp Sec

Period of report

Jul 31, 2017

Accepted (ET)

Jul 31, 2017 · 5:05 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	11,769	$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 Units^F1,F2,F3	—	Jul 31, 2017	D	8,624	D	—	—	Common Stock	8,624	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 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 issued and outstanding was converted into the right to receive $23.75 in cash and each restricted stock unit ("RSU") was terminated and canceled in exchange 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, 2015, the reporting person was granted 25,818 RSUs, 33.3% of which vested on each of the first and second anniversaries of the date of grant. Pursuant to the Merger Agreement, upon closing of the Merger on July 31, 2017, all of the reporting person's unvested RSUs vested in full.