SEC Form 4 · accession 0001246360-17-001383
HARMAN INTERNATIONAL INDUSTRIES INC /DE/ · HAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Reiss
Director
Period of report
Mar 10, 2017
Accepted (ET)
Mar 15, 2017 · 6:00 am 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 | 17,176 | D | |
| Common StockF1 | Mar 10, 2017 | M | 8,000 | $38.70 | A | 25,176 | D | |
| Common StockF1 | Mar 10, 2017 | D | 9,231 | $112.00 | D | 15,945 | D | |
| Common StockF1 | Mar 10, 2017 | D | 15,945 | $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 |
| Stock Option (right to buy)F3 | $38.70 | Mar 10, 2017 | M | 8,000 | D | — | — | Common Stock | 8,000 | 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, shares of restricted stock units ("RSUs") and stock options 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.
- F3Upon the Closing, all vested Stock Options held by the Reporting Person were cancelled and converted into the right to receive an amount per share of common stock equal to $112 less the exercise price for such option.