SEC Form 4 · accession 0001246360-17-001374
HARMAN INTERNATIONAL INDUSTRIES INC /DE/ · HAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henry Tirri
Officer — EVP, CTO
Period of report
Mar 10, 2017
Accepted (ET)
Mar 14, 2017 · 9:35 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 | 3,778 | $0.00 | A | 3,778 | D | |
| Common StockF1,F2,F3 | Mar 10, 2017 | A | 7,539 | $0.00 | A | 11,317 | D | |
| Common StockF1,F4 | Mar 10, 2017 | F | 5,596 | $112.00 | D | 5,721 | D | |
| Common StockF1 | Mar 10, 2017 | D | 5,721 | $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 UnitF3 | — | Mar 10, 2017 | M | 3,778 | D | — | — | Common Stock | 3,778 | 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").
- F2With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount and a pro rata portion of the remaining 40%, calculated based on number of days lapsed between date of grant and March 10, 2017, were vested and converted to cash, and the remaining PRSUs were forfeited.
- F3Upon 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.
- F4Represents the aggregate number of shares of common stock of the issuer withheld to cover taxes due upon vesting of the restricted share units reported in Column 4.