SEC Form 4 · accession 0001140361-15-034231
MAGNETEK, INC. · MAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott S Cramer
Officer — VP, General Counsel & Corp Sec
Period of report
Sep 2, 2015
Accepted (ET)
Sep 2, 2015 · 5:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000751085
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 2, 2015 | A | 7,064 | $0.00 | A | 21,157 | D | |
| Common StockF2 | Sep 2, 2015 | D | 21,157 | $50.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $11.50 | Sep 2, 2015 | D | 1,154 | D | — | Aug 24, 2020 | Common Stock | 1,154 | 0 | D |
Explanation of responses
- F1On July 26, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Columbus McKinnon Corporation, a New York corporation ("Parent"), and Megatron Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), pursuant to which, on September 2, 2015, a number of performance shares determined as if the performance objectives applicable to the performance shares had been achieved at the target performance level vested in full resulting in the reporting person's acquisition of that number of shares of the Issuer's common stock.
- F2Pursuant to the Merger Agreement, Acquisition Sub commenced a tender offer to acquire all shares of the Issuer's common stock at a price per share of $50.00, and on September 2, 2015, Acquisition Sub accepted all shares of Issuer's common stock that were tendered and Parent subsequently made a cash payment in respect of all of the outstanding shares of the Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by the reporting person pursuant to the terms of the tender offer, which involved a change of control.
- F3The Merger Agreement contemplated a merger of Acquisition Sub with and into the Issuer following consummation of the tender offer. Pursuant to the Merger Agreement, each unexpired and unexercised option vested immediately prior to the consummation of the merger and was canceled in exchange for a cash payment per share equal to the difference between $50.00 and the exercise price of such option. Options with an exercise price of $50.00 per share or more were canceled and are not shown in Table II of this Report.