SEC Form 4 · accession 0001209191-17-046880
Intrawest Resorts Holdings, Inc. · SNOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley R Edens
Director · 10% Owner
Period of report
Jul 31, 2017
Accepted (ET)
Aug 1, 2017 · 2:03 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 Stock, $0.01 par value per shareF2,F3,F4 | Jul 31, 2017 | J | 27,038,250 | $23.75 | D | 0 | I | By Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On April 7, 2017, Intrawest Resorts Holdings, Inc. ("IRHI") entered into an Agreement and Plan of Merger (the "Merger Agreement") 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.
- F2These shares of Common Stock are held by Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. Intrawest Europe Holdings S.a r.l. directly owned 18,661,850 shares of the Common Stock and Intrawest S.a r.l. directly owned 8,376,400 shares of the Common Stock. Intrawest Europe Holdings S.a r.l. owns 100% of Intrawest S.a r.l. Intrawest Cayman L.P. owns 100% of Intrawest Holdings S.a r.l., which owns 100% of Intrawest Europe Holdings S.a r.l. Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D), L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., (continued in footnote 3)
- F3(continued from footnote 2) Fortress Investment Fund IV (Coinvestment Fund D), L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., Fortress Investment Fund IV (Coinvestment Fund G) L.P., Fortress IW Coinvestment Fund IV (Fund A) L.P., Fortress IW Coinvestment Fund IV (Fund B) L.P., Fortress IW Coinvestment Fund IV (Fund C) L.P., Fortress IW Coinvestment Fund IV (Fund D), L.P., and Fortress IW Coinvestment Fund IV (Fund G) L.P. (collectively, the "Funds") collectively own 82.1% of the common units and 88.7% of the Class A Preferred Units of Intrawest Cayman L.P. FIG LLC is the investment manager of each of the Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC and the general partners of each of the Funds. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC ("Fortress"). (continued in footnote 4)
- F4Wesley R. Edens is a significant shareholder of Fortress, and is a principal and Co-Chairman of its Board of Directors. By virtue of his relationships with Fortress, including his ownership interest in Fortress and certain of its affiliates, Mr. Edens may be deemed to own the shares listed as beneficially owned by Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.