SEC Form 4 · accession 0000908834-18-000112

· FINL

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

Reporting owner

Edward W Wilhelm

Officer — EVP, Chief Financial Officer

Period of report

Jun 18, 2018

Accepted (ET)

Jun 18, 2018 · 3:22 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000886137

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jun 18, 2018	D	54,802	$13.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3,F2	$13.10	Jun 18, 2018	D	24,350	D	—	Mar 11, 2020	Class A Common Stock	24,350	D
Performance-Based Restricted Stock^F5,F4	—	Jun 18, 2018	D	7,766	D	—	Mar 28, 2019	Class A Common Stock	7,766	D
Performance-Based Restricted Stock^F5,F4	—	Jun 18, 2018	D	20,244	D	—	Mar 27, 2020	Class A Common Stock	20,244	D
Dividend Equivalent Rights^F5,F6,F7	—	Jun 18, 2018	D	1,555	D	—	—	Class A Common Stock	1,555	D

Explanation of responses

F1Pursuant to the terms of the Agreement and Plan of Merger dated March 25, 2018 by and among The Finish Line, Inc., JD Sports Fashion Plc, and Genesis Merger Sub, Inc. (the "Merger Agreement"), each share of common stock was converted into the right to receive $13.50 as of June 18, 2018, which was the closing date of the merger.
F2The options vested over four years as follows: 10% on March 11, 2011; 20% on March 11, 2012; 30% on March 11, 2013; and 40% on March 11, 2014.
F3Pursuant to the Merger Agreement, each option was converted on the closing date into the right to receive an amount equal to the product of (i) the excess of $13.50 over the $13.10 exercise price per share, and (ii) the number of common shares subject to the option (net of withholding taxes and rounded down to the nearest whole cent).
F4Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. Under the original terms of the restricted stock grant, the shares of performance-based restricted stock vest upon achieving certain performance goals measured over a three-year performance period. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock.
F5Pursuant to the Merger Agreement, each share of performance-based restricted stock, and each related dividend equivalent right accruing on each share of performance-based restricted stock, was converted on the closing date into the right to receive $13.50.
F6The dividend equivalent rights reflect the aggregate accruals of dividends paid by the issuer that accrued on the reporting person's performance-based restricted stock. Each dividend equivalent right is the economic equivalent of one share of Class A Common Stock.
F7Under the original terms of the restricted stock grant, the dividend equivalent rights vest proportionately with the shares of performance-based restricted stock to which they relate.