SEC Form 4 · accession 0001571049-15-002049
QUIKSILVER INC · ZQK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Mar 17, 2015 | A | 15,000 | $0.00 | A | 31,286,111 | I | See Footnotes |
| Common StockF1,F2,F3,F4 | Mar 17, 2015 | A | 15,000 | $0.00 | A | 31,301,111 | I | See Footnotes |
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)F2,F3,F4 | $1.70 | Mar 17, 2015 | A | 45,000 | A | Mar 17, 2015 | Mar 17, 2022 | Common Stock | 45,000 | 45,000 | I |
| Stock Option (right to buy)F2,F3,F4 | $1.70 | Mar 17, 2015 | A | 40,000 | A | Mar 17, 2015 | Mar 17, 2022 | Common Stock | 40,000 | 85,000 | I |
Explanation of responses
- F1Vests in three equal annual installments.
- F2Granted under the Issuer's 2000 Stock Incentive Plan to persons who are managing directors of Rhone Group L.L.C. and, at the time of the grant, directors of the Issuer. These persons each have an understanding with Rhone Group L.L.C. and Triton GP SPV LLC pursuant to which each holds his respective reported securities for the benefit of Romolo Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P.
- F3This Statement is being filed by Rhone Capital L.L.C., Rhone Holdings III L.L.C., Rhone Capital III L.P., Triton GP SPV LLC, Romolo Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P., Triton Coinvestment SPV L.P. and Rea Silvia GP C.V. (collectively, the "Reporting Persons") . The principal business address of each Reporting Person is 630 Fifth Ave., 27th Floor, New York, New York 10111. Rea Silvia GP C.V., as the general partner of Romolo Holdings C.V., may be deemed to be the beneficial owner of securities that are deemed to be beneficially owned by Romolo Holdings C.V. Triton GP SPV LLC, as the general partner of each of Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P., may be deemed to be the beneficial owner of securities that are deemed to be beneficially owned by Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P.
- F4(Continued from footnote 3) Rhone Capital III L.P., as the sole member of Triton GP SPV LLC, may be deemed to be the beneficial owner of the securities that are deemed to be beneficially owned by Triton GP SPV LLC. Rhone Holdings III L.L.C., as the general partner of Rhone Capital III L.P., may be deemed to be the beneficial owner of securities that are deemed to be beneficially owned by Rhone Capital III L.P. Rhone Capital L.L.C., as the sole member of Rhone Holdings III L.L.C., may be deemed to be the beneficial owner of securities that are deemed to be beneficially owned by Rhone Holdings III L.L.C. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its respective pecuniary interest.
Remarks
This Form 4 and the Form 4 filed on the date hereof by Numitor Governance S.a r.l. and Rhone Group L.L.C. relate to the same transaction. Due to the inability to include more than ten joint filers in an electronic report, Numitor Governance S.a r.l. and Rhone Group L.L.C. have filed a separate report. The complete list of joint filers for this transaction is as follows: Rhone Capital L.L.C., Rhone Holdings III L.L.C., Rhone Capital III L.P., Triton GP SPV LLC, Romolo Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P., Triton Offshore SPV L.P., Triton Coinvestment SPV L.P., Rea Silvia Capital GP C.V., Numitor Governance S.a r.l. and Rhone Group L.L.C. Andrew Woodward Sweet and Michael Steven Langman have been designated by the Reporting Persons, pursuant to contractual rights held by Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P., to serve on the Issuer's board of directors. Therefore, each of the Reporting Persons is a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934.