SEC Form 4 · accession 0000912833-17-000064
WEST MARINE INC · WMAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randolph K Repass
Director · 10% Owner
Period of report
Jun 8, 2017
Accepted (ET)
Sep 18, 2017 · 1:11 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 Stock | Jun 8, 2017 | G | 2,000 | $0.00 | D | 230,600 | I | By Spouse |
| Common StockF1 | Sep 5, 2017 | G | 15,000 | $0.00 | D | 215,600 | I | By Spouse |
| Common StockF2 | Sep 5, 2017 | G | 200,000 | $0.00 | D | 4,301,171 | D | |
| Common StockF1 | Sep 5, 2017 | G | 1,200,000 | $0.00 | D | 3,101,171 | D | |
| Common StockF4 | Sep 14, 2017 | D | 215,600 | $12.97 | D | 0 | I | By Spouse |
| Common StockF5,F4 | Sep 14, 2017 | D | 3,101,171 | $12.97 | D | 0 | D | |
| Common StockF4,F6 | Sep 14, 2017 | D | 801,383 | $12.97 | D | 0 | I | (see Footnote) |
| Common StockF4 | Sep 14, 2017 | D | 372,715 | $12.97 | D | 0 | I | Trust for younger adult Son |
| Common StockF4 | Sep 14, 2017 | D | 147,800 | $12.97 | D | 0 | I | Trust for older adult Son |
| Common StockF4 | Sep 14, 2017 | D | 40,400 | $12.97 | D | 0 | I | Trust for Grandchildren |
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 Option (right to buy)F7 | $8.99 | Sep 14, 2017 | D | 10,123 | D | May 26, 2017 | May 26, 2023 | Common Stock | 10,123 | 0 | D |
Explanation of responses
- F1Contribution to a donor advised fund.
- F2Contribution to the Repass-Rodgers Family Foundation.
- F3Outstanding 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.
- 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.
- F5Includes 6,493 restricted stock units ("RSUs") that were accelerated and became fully-vested and then cancelled pursuant to the terms of 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 RSUs multiplied by (ii) $12.97.
- F6Held by GRAT. Mr. Repass as co-trustee has sole investment power over the shares held by the GRAT, and his brother-in-law has sole voting power over the shares held by the GRAT.
- F7Stock 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.