SEC Form 4 · accession 0001140361-16-061226
JARDEN CORP · JAH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Edward Capps
Officer — EVP-Admin, Gen. Counsel & Sec.
Period of report
Apr 13, 2016
Accepted (ET)
Apr 15, 2016 · 11:59 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 | 35,000 | $0.00 | A | 340,114 | D | |
| COMMON STOCKF1 | Apr 13, 2016 | A | 35,000 | $0.00 | A | 375,114 | D | |
| COMMON STOCKF2 | Apr 15, 2016 | F | 29,366 | $58.99 | D | 345,748 | D | |
| COMMON STOCKF3 | Apr 15, 2016 | F | 67,725 | $58.99 | D | 278,023 | D | |
| COMMON STOCKF4,F5 | Apr 15, 2016 | D | 278,023 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Granted pursuant to and in accordance with Issuer's 2013 Stock Incentive Plan.
- F2Shares withheld to satisfy tax withholding liabilities associated with the vesting of shares of stock granted on April 13, 2016.
- F3Aggregate number of shares withheld to satisfy tax withholding liabilities associated with the vesting of restricted stock granted on January 17, 2014, March 27, 2014 and March 6, 2015.
- F4Disposed 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.
- F5Pursuant 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.