SEC Form 4 · accession 0000899243-16-034858
KORN FERRY · KFY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
HG (Bermuda) Ltd
10% Owner
Period of report
Dec 1, 2016
Accepted (ET)
Dec 2, 2016 · 5:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000056679
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1,F2 | Dec 1, 2016 | J | 1,946,984 | $0.00 | D | 3,975,152 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as has been and may be further amended, modified or supplemented from time to time in accordance with its terms, the "SPA"), entered into by and between HG (Bermuda) Limited ("HG") and Korn/Ferry International ("Korn Ferry"), at the closing of the transactions contemplated thereby, Korn Ferry paid to HG as partial consideration for the acquisition of all of the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG's wholly owned subsidiary, HG (Luxembourg) S.a.r.l., 5,922,136 shares of Korn Ferry common stock (the "KF Shares"). The lockup restrictions pertaining to 1,947,072 shares of the KF Shares (the "First Allocation") expired on December 1, 2016. On December 1, 2016, following the release of the lockup restrictions pertaining to the First Allocation, the Reporting Person transferred the First Allocation less 88 shares (1,946,984)
- F2(Continued from Footnote 1) on a pro rata basis, without consideration, to its shareholders and former shareholders to the extent entitled to such shares.
Remarks
This filing constitutes a Form 4 exit filing for the Reporting Person as it is no longer subject to Section 16 under the Securities Exchange Act of 1934.