SEC Form 4 · accession 0001140361-16-061223
JARDEN CORP · JAH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Franklin
Officer — Executive Chairman · Director
Period of report
Apr 13, 2016
Accepted (ET)
Apr 15, 2016 · 11:55 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000895655
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1 | Apr 13, 2016 | A | 375,000 | $0.00 | A | 7,509,405 | D | |
| COMMON STOCKF1 | Apr 13, 2016 | A | 368,421 | $0.00 | A | 7,877,826 | D | |
| COMMON STOCKF2,F3,F4 | Apr 15, 2016 | D | 7,483,089 | — | D | 394,737 | D | |
| COMMON STOCKF2,F3,F5 | Apr 15, 2016 | D | 394,737 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Granted pursuant to and in accordance with the Separation Agreement made as of December 13, 2015 between the Issuer and the reporting person, which shares vested in accordance with the Issuer's 2013 Stock Incentive Plan.
- F2Disposed of pursuant to the Agreement and Plan of Merger dated as of December 13, 2015 (the "Merger Agreement") among the Issuer, Newell Rubbermaid Inc. (n/k/a Newell Brands Inc. and referred to herein as "Newell"), NCPF Acquisition Corp. I ("Newell Merger Sub") and NCPF Acquisition Corp. II ("Successor Merger Sub") pursuant to which Newell Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation and as a wholly-owned subsidiary of Newell, and immediately following the effectiveness of the First Merger, the Issuer merged with and into Successor Merger Sub, with Successor Merger Sub continuing as the surviving corporation and as a direct wholly-owned subsidiary of Newell.
- F3Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of Issuer common stock was converted into the right to receive a per share amount (the "Merger Consideration") equal to (i) $21.00 in cash, without interest, and (ii) 0.862 of a share of Newell common stock. The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F4Includes 1,800,000-restricted shares of the Issuer's common stock which, pursuant to the Merger Agreement, at the effective time of the First Merger, automatically vested and thereafter were cancelled and converted into the right to receive the per share Merger Consideration (less any required withholding taxes) for each share of Issuer common stock underlying such restricted stock award.
- F5Represents restricted shares of the Issuer's common stock (the "Rollover Shares") which, pursuant to the restricted stock award agreement and the Merger Agreement, at the effective time of the First Merger, were automatically cancelled in exchange for a restricted stock award covering a number of shares of Newell, rounded up to the nearest whole share, with an aggregate fair market value as of December 31, 2015 equal to the aggregate fair market value of the Rollover Shares which Rollover Shares shall vest on the last day of any five consecutive trading day period during which the average closing price of the Newell shares on the primary securities exchange on which such shares may then be traded equals or exceeds a price per share that is 5% or more higher than the closing price of shares of Newell on December 31, 2015.