SEC Form 4 · accession 0000914190-17-000102

ARCTIC CAT INC · ACAT

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

Reporting owner

Kenneth J Roering

Director

Period of report

Mar 6, 2017

Accepted (ET)

Mar 7, 2017 · 10:01 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 Stock^F1,F2	Mar 6, 2017	U	5,476	$18.50	D	3,834	D
Common Stock^F3	Mar 6, 2017	D	3,834	$18.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F4,F5	$15.50	Mar 6, 2017	D	6,000	D	—	—	Common Stock	6,000	D
Stock Option (Right to Buy)^F4,F5	$17.84	Mar 6, 2017	D	6,000	D	—	—	Common Stock	6,000	D
Stock Option (Right to Buy)^F4	$17.78	Mar 6, 2017	D	6,000	D	—	Aug 8, 2017	Common Stock	6,000	D
Stock Option (Right to Buy)^F4	$6.26	Mar 6, 2017	D	63	D	—	Aug 6, 2019	Common Stock	63	D
Stock Option (Right to Buy)^F4	$10.79	Mar 6, 2017	D	58	D	—	Apr 1, 2020	Common Stock	58	D
Stock Option (Right to Buy)^F4	$15.77	Mar 6, 2017	D	6,000	D	—	Apr 1, 2021	Common Stock	6,000	D
Stock Option (Right to Buy)^F4	$16.74	Mar 6, 2017	D	5,973	D	—	Apr 1, 2026	Common Stock	5,973	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.
F2The number of shares directly held has been reduced by 1,000 shares pursuant to an administrative error that occured in 2008.
F3Pursuant 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.
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.
F5Expiration date is 5 years following termination of service as a director.