SEC Form 4 · accession 0001140361-15-034235
MAGNETEK, INC. · MAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan B Levine
Director
Period of report
Sep 2, 2015
Accepted (ET)
Sep 2, 2015 · 5:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000751085
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F1 | $16.05 | Sep 2, 2015 | D | 2,000 | D | — | Aug 4, 2021 | Common Stock | 2,000 | 0 | D |
| Director Stock Option (Right to Buy)F1 | $8.48 | Sep 2, 2015 | D | 1,866 | D | — | Dec 30, 2021 | Common Stock | 1,866 | 0 | D |
| Director Stock Option (Right to Buy)F1 | $10.41 | Sep 2, 2015 | D | 3,091 | D | — | Dec 28, 2022 | Common Stock | 3,091 | 0 | D |
| Director Stock Option (Right to Buy)F1 | $22.23 | Sep 2, 2015 | D | 1,426 | D | — | Dec 29, 2023 | Common Stock | 1,426 | 0 | D |
| Director Stock Option (Right to Buy)F1 | $38.00 | Sep 2, 2015 | D | 836 | D | — | Dec 28, 2024 | Common Stock | 836 | 0 | D |
| Phantom Stock UnitsF3,F2 | — | Sep 2, 2015 | D | 15,761 | D | — | — | Common Stock | 15,761 | 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"). The Merger Agreement contemplated a merger of Acquisition Sub with and into the Issuer following consummation of a 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.
- F21 for 1.
- F3As a result of the transactions contemplated by the Merger Agreement, the reporting person was entitled to receive an amount per share of $50.00 for each Phantom Stock Unit.