SEC Form 4 · accession 0000914190-17-000092
ARCTIC CAT INC · ACAT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher T Metz
Officer — President and CEO · Director
Period of report
Mar 6, 2017
Accepted (ET)
Mar 7, 2017 · 9:55 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000719866
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 6, 2017 | U | 38,356 | $18.50 | D | 44,141 | D | |
| Common StockF2 | Mar 6, 2017 | D | 44,141 | $18.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF3 | $14.16 | Mar 6, 2017 | D | 175,000 | D | — | Feb 5, 2021 | Common Stock | 175,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $16.74 | Mar 6, 2017 | D | 156,810 | D | — | Apr 1, 2026 | Common Stock | 156,810 | 0 | D |
Explanation of responses
- F1Tendered pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Arctic Cat Inc., a Minnesota corporation, Textron Inc., a Delaware corporation, ("Textron"), and Aces Acquisition Corp., a Minnesota corporation and an indirect wholly owned subsidiary of Textron, in exchange for the right to receive $18.50 per share. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
- F2Pursuant to the Merger Agreement, each unvested restricted stock unit became fully vested immediately prior to the Effective Time. Restricted stock units were then cancelled as of the Effective Time in exchange for the right to receive a cash payment equal to $18.50 multiplied by the number of shares subject to such restricted stock unit award, less any required withholding of taxes.
- F3Pursuant to the Merger Agreement, each unvested stock appreciation right became fully vested immediately prior to the Effective Time. Each stock appreciation right that was outstanding and unexercised as of the Effective Time and had an exercise price per share that was less than $18.50 was cancelled in exchange for the right to receive a cash payment equal to $18.50 minus the exercise price, multiplied by the number of shares subject to such stock appreciation right, less any required withholding of taxes.
- F4Pursuant to the Merger Agreement, each unvested stock option became fully vested and exercisable immediately prior to the Effective Time. Each stock option that was outstanding and unexercised as of the Effective Time and had an exercise price per share that was less than $18.50 was then cancelled in exchange for the right to receive a cash payment equal to $18.50 minus the exercise price, multiplied by the number of shares issuable upon exercise of such stock option, less any required withholding of taxes.