SEC Form 4 · accession 0000912833-17-000056
WEST MARINE INC · WMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry Kelley
Officer — EVP - Stores & Wholesale
Period of report
Sep 14, 2017
Accepted (ET)
Sep 18, 2017 · 12:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912833
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Sep 14, 2017 | D | 86,781 | $12.97 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionF5 | $10.36 | Sep 14, 2017 | D | 10,000 | D | Jun 1, 2012 | Jun 1, 2018 | Common Stock | 10,000 | 20,833 | D |
| Non-Qualified Stock OptionF5 | $10.25 | Sep 14, 2017 | D | 12,500 | D | Jun 1, 2013 | Jun 1, 2019 | Common Stock | 12,500 | 8,333 | D |
| Non-Qualified Stock OptionF5 | $11.69 | Sep 14, 2017 | D | 8,333 | D | Jun 3, 2014 | Jun 3, 2020 | Common Stock | 8,333 | 0 | D |
Explanation of responses
- F1Outstanding shares of common stock disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among the Issuer, Rising Tide Parent, Inc., a Delaware corporation ("Parent"), and Rising Tide Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, effective September 14, 2017, Merger Sub was merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
- F2Includes 2,030 shares received in April 2017 and 239 shares received in August 2017 under the Issuer's Amended and Restated Associate Stock Purchase Plan. Also includes 30,410 unvested restricted stock units ("RSUs") and does not include 5,214 performance-based restricted stock units ("PVUs") for which the performance period has ended and a payout performance period was achieved but remain unvested pending continued employment with the Issuer. Pursuant to the terms of the Merger Agreement, all unvested RSUs and PVUs were assumed by the Issuer and converted into the right to receive an amount in cash, without interest, equal to (i) $12.97 multiplied by (ii) the number of unvested RSUs and PVUs, less any required tax withholdings. The cash payout of the converted RSUs and PVUs will continue to vest and be subject to the same terms and conditions applicable to the RSUs and PVUs, including continued employment with the Issuer.
- F3For PVUs with a performance period that by its terms has not ended, such PVUs will be assumed and converted into the right to receive cash assuming performance at 100% of target levels pursuant to the Merger Agreement.
- F4Outstanding shares disposed of pursuant to the Merger Agreement in exchange for $12.97 for each share of the Issuer's common stock held by the Reporting Person.
- F5Stock options were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock subject to the cancelled stock option multiplied by (ii) the excess of $12.97 over the per share exercise price of the stock option.