SEC Form 4 · accession 0000921895-16-004783

SL INDUSTRIES INC · SLI

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

Reporting owner

William Theodore Fejes Jr.

Officer — President and CEO

Period of report

May 31, 2016

Accepted (ET)

Jun 1, 2016 · 6:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000089270

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	May 31, 2016	U	4,621	$40.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3,F2	—	Jun 1, 2016	D	7,074	D	—	—	Common Stock	7,074	D
Restricted Stock Units^F4,F2	—	Jun 1, 2016	D	1,819	D	—	—	Common Stock	1,819	D
Restricted Stock Units^F5,F2	—	Jun 1, 2016	D	2,262	D	—	—	Common Stock	2,262	D
Stock Option (Right to Buy)^F6	$11.75	Jun 1, 2016	D	18,887	D	—	Jun 28, 2017	Common Stock	18,887	D
Stock Option (Right to Buy)^F7	$26.24	Jun 1, 2016	D	70,000	D	—	Mar 2, 2019	Common Stock	70,000	D

Explanation of responses

F1Price reflects aggregate per share consideration paid pursuant to the tender offer contemplated under the Agreement and Plan of Merger dated April 6, 2016 (the "Merger Agreement"), by and among Handy & Harman Ltd., Handy & Harman Group Ltd., SLI Acquisition Co., and SL Industries, Inc. (the "Company").
F2Each restricted stock unit ("RSU") represents a right to receive, at settlement, one share of common stock of SL Industries, Inc. (the "Company").
F3The RSUs provided for vesting on March 15, 2017, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $282,960, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (7,074 shares) and (ii) $40.00 per share (the "Merger Consideration Amount"), with such cash payment subject to any required withholding of taxes.
F4The RSUs provide for vesting on March 15, 2018, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $72,760, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (1,819 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.
F5The RSUs provide for vesting on March 15, 2019, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $90,480, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,262 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.
F6Pursuant to the Merger Agreement, this fully vested option was cancelled in exchange for a cash payment of $533,557.75, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($28.25 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (18,887 shares), with such payment subject to any required withholding of taxes.
F7This option provided for vesting in two equal annual installments beginning on March 3, 2016. Pursuant to the Merger Agreement, this option was fully vested and was cancelled in exchange for a cash payment of $963,200, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($13.76 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (70,000 shares), with such payment subject to any required withholding of taxes.