SEC Form 4 · accession 0001140361-15-034240

MAGNETEK, INC. · MAG

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

Reporting owner

Mitchell I Quain

Director

Period of report

Sep 2, 2015

Accepted (ET)

Sep 2, 2015 · 5:22 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 Stock^F1	Sep 2, 2015	D	2,320	$50.00	D	0	D
Common Stock^F1	Sep 2, 2015	D	9,360	$50.00	D	0	I	By Family Trusts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Stock Option (Right to Buy)^F2	$25.30	Sep 2, 2015	D	750	D	—	Jun 30, 2016	Common Stock	750	D
Director Stock Option (Right to Buy)^F2	$41.95	Sep 2, 2015	D	750	D	—	Jun 27, 2018	Common Stock	750	D
Director Stock Option (Right to Buy)^F2	$13.95	Sep 2, 2015	D	750	D	—	Jun 26, 2019	Common Stock	750	D
Director Stock Option (Right to Buy)^F2	$11.05	Sep 2, 2015	D	750	D	—	Jun 25, 2020	Common Stock	750	D
Director Stock Option (Right to Buy)^F2	$18.45	Sep 2, 2015	D	1,743	D	—	Jul 1, 2021	Common Stock	1,743	D
Director Stock Option (Right to Buy)^F2	$8.48	Sep 2, 2015	D	1,866	D	—	Dec 30, 2021	Common Stock	1,866	D
Director Stock Option (Right to Buy)^F2	$10.41	Sep 2, 2015	D	3,091	D	—	Dec 28, 2022	Common Stock	3,091	D
Director Stock Option (Right to Buy)^F2	$22.23	Sep 2, 2015	D	1,426	D	—	Dec 29, 2023	Common Stock	1,426	D
Director Stock Option (Right to Buy)^F2	$38.00	Sep 2, 2015	D	836	D	—	Dec 28, 2024	Common Stock	836	D
Phantom Stock Units^F4,F3	—	Sep 2, 2015	D	39,304	D	—	—	Common Stock	39,304	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 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.
F2The 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.
F31 for 1.
F4As 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.