SEC Form 4 · accession 0000899243-16-034940
KORN FERRY · KFY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen D Kaye
Officer — CEO of Hay Group
Period of report
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 7:30 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, par value $0.01 per shareF1,F2,F3 | Dec 1, 2016 | J | 43,526 | — | A | 74,636 | D | |
| Common Stock, par value $0.01 per shareF4 | Dec 1, 2016 | F | 2,241 | $25.38 | D | 72,395 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As previously disclosed, on December 1, 2015, Korn/Ferry International (the "Company") completed its acquisition of all the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG (Luxembourg) S.a.r.l pursuant to that certain Stock Purchase Agreement dated as of September 23, 2015 (the "Purchase Agreement"), by and between HG (Bermuda) Limited ("HG Bermuda") and the Company. Pursuant to the Purchase Agreement, the Company paid HG Bermuda an aggregate purchase price of approximately $477 million, consisting of (a) approximately $259 million in cash, net of estimated acquired cash and after giving effect to estimated purchase price adjustments as described in the Purchase Agreement, and (b) 5,922,136 shares of the Company's common stock (the "Consideration Shares"), representing an aggregate value of $218 million based on the volume weighted average price of the Company's common stock on The New York Stock Exchange
- F2(Continued from Footnote 1) on each of the 20 consecutive trading days ending on September 21, 2015. Pursuant to the Purchase Agreement, at the closing of the acquisition, HG Bermuda and certain shareholders of HG Bermuda, including the reporting person, executed a lockup agreement (the "Lockup Agreement") with the Company prohibiting HG Bermuda, during the restricted period under the Lockup Agreement, from transferring any Consideration Shares, subject to certain limited exceptions. In accordance with the Lockup Agreement, on December 1, 2016, one-third of the Consideration Shares (the "Released Consideration Shares") were released from the lockup restrictions, and concurrent therewith HG Bermuda distributed on a pro rata basis and for no consideration to each of its shareholders and former shareholders (including the reporting person) his/her/its pro rata portion of the Released Consideration Shares.
- F3(Continued from Footnote 2) The reporting person acquired 43,526 shares of the Company's common stock upon this pro rata distribution, without payment of consideration.
- F4Represents a reduction in shares to satisfy the tax withholding obligations of the Company with respect to the vesting, on December 1, 2016, of 6,527 shares of restricted stock held by the reporting person.