SEC Form 4 · accession 0001246360-17-001364
HARMAN INTERNATIONAL INDUSTRIES INC /DE/ · HAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank S Sklarsky
Director
Period of report
Mar 10, 2017
Accepted (ET)
Mar 14, 2017 · 8:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000800459
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 10, 2017 | M | 1,231 | $0.00 | A | 10,825 | D | |
| Common StockF1 | Mar 10, 2017 | D | 1,231 | $112.00 | D | 9,594 | D | |
| Common StockF1 | Mar 10, 2017 | D | 9,594 | $112.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitF2 | — | Mar 10, 2017 | M | 1,231 | D | — | — | Common Stock | 1,231 | 0 | D |
Explanation of responses
- F1On November 14, 2016, Harman International Industries, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. ("Samsung USA"), Silk Delaware, Inc., a wholly owned subsidiary of Samsung USA ("Merger Sub"). Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stocks and restricted stock units ("RSUs") were converted into the right to receive $112 in cash, without interest, (the "Merger Consideration").
- F2Upon the Closing, all unvested RSUs held by the Reporting Person were cancelled and converted into the right to receive an amount of cash equal to the number of shares at the Merger Consideration of $112 per share.