SEC Form 4 · accession 0001246360-17-001388

· HAR

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

Reporting owner

Sandra E. Rowland

Officer — EVP and CFO

Period of report

Mar 10, 2017

Accepted (ET)

Mar 15, 2017 · 9:56 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
Common Stock^F1	Mar 10, 2017	M	2,217	$45.90	A	34,498	D
Common Stock^F1,F2,F3	Mar 10, 2017	A	3,804	$0.00	A	38,302	D
Common Stock^F1,F3,F2	Mar 10, 2017	A	4,271	$0.00	A	42,573	D
Common Stock^F1,F3,F2	Mar 10, 2017	A	1,843	$0.00	A	44,416	D
Common Stock^F1,F5	Mar 10, 2017	F	5,469	$112.00	D	38,947	D
Common Stock^F1	Mar 10, 2017	D	6,666	$112.00	D	32,281	D
Common Stock^F1	Mar 10, 2017	D	32,281	$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
Stock Option (right to buy)^F4	$45.90	Mar 10, 2017	M	2,217	D	—	—	Common Stock	2,217	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").
F2With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount was previously accelerated and the underlying shares were issued to Ms. Rowland on December 19, 2016. With respect to the remaining 40% of the PRSUs, a pro rata portion calculated based on number of days lapsed between date of grant and March 10, 2017 were vested On March 10, 2017 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.
F4Upon 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.
F5Represents 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.