SEC Form 4 · accession 0000914190-17-000104
ARCTIC CAT INC · ACAT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kim A. Brink
Director
Period of report
Jan 26, 2017
Accepted (ET)
Mar 7, 2017 · 10:02 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 | Jan 26, 2017 | S | 347 | $18.5643 | D | 3,382 | D | |
| Common StockF1 | Mar 6, 2017 | D | 3,382 | $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 Option (Right to Buy)F2 | $16.74 | Mar 6, 2017 | D | 5,973 | D | — | Apr 1, 2026 | Common Stock | 5,973 | 0 | D |
Explanation of responses
- F1Pursuant 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, each unvested restricted stock unit became fully vested immediately prior to the Effective Time (as defined in the Merger Agreement). 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.
- F2Pursuant 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.