SEC Form 4 · accession 0001571049-15-002050
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 | Mar 17, 2015 | A | 15,000 | $0.00 | A | 31,286,111 | I | See footnote |
| Common StockF1,F2,F3 | Mar 17, 2015 | A | 15,000 | $0.00 | A | 31,301,111 | I | See footnote |
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 | $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 | $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 Numitor Governance S.a.r.l. and Rhone Group L.L.C. (together, the "Reporting Persons"). The principal business address of each Reporting Person is 630 Fifth Ave, 27th Floor, New York, NY 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 deemed to be beneficially owned by Romolo Holdings C.V. Numitor Governance S.a.r.l., as the managing general partner of Rea Silvia GP C.V., may be deemed to be the beneficial owner of securities that are deemed to be beneficially owned by Rea Silvia GP C.V. Rhone Group L.L.C., as the manager of Numitor Governance S.a.r.l., may be deemed to be the beneficial owner of securities that are deemed to be beneficially owned by Numitor Governance S.a.r.l. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its respective pecuniary interests.
Remarks
This Form 4 and the Form 4 filed on the date hereof 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. 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 this 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 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.