SEC Form 4 · accession 0000899243-16-030162
OUTERWALL INC · OUTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald R Rench
Officer — Chief Legal Officer
Period of report
Sep 23, 2016
Accepted (ET)
Sep 27, 2016 · 6:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000941604
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 23, 2016 | U | 22,348 | $52.00 | D | 21,057 | D | |
| Common StockF3 | Sep 27, 2016 | A | 18,461 | $0.00 | A | 39,518 | D | |
| Common Stock | Sep 27, 2016 | U | 39,518 | $52.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $29.71 | Sep 27, 2016 | U | 5,085 | D | — | Feb 24, 2020 | Common Stock | 5,085 | 0 | D |
| Stock Option (right to buy)F5 | $45.02 | Sep 27, 2016 | U | 4,995 | D | — | Feb 22, 2021 | Common Stock | 4,995 | 0 | D |
| Stock Option (right to buy)F5 | $56.87 | Sep 27, 2016 | U | 4,469 | D | — | Feb 16, 2022 | Common Stock | 4,469 | 0 | D |
| Stock Option (right to buy)F5 | $53.53 | Sep 27, 2016 | U | 5,285 | D | — | Feb 15, 2023 | Common Stock | 5,285 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated July 24, 2016, by and among Outerwall Inc. ("Issuer"), Aspen Parent, Inc., Aspen Merger Sub, Inc., Redwood Merger Sub, Inc. and Redbox Automated Retail, LLC (the "Merger Agreement"), on August 5, 2016, Aspen Merger Sub, Inc. made an offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $52.00 per share, in cash, without interest (the "Merger Consideration"). The shares shown on this line were tendered in the Offer.
- F2Pursuant the Merger Agreement, each outstanding share of common stock of Issuer at the Effective Time (as defined in the Merger Agreement) was converted into the right to receive the Merger Consideration.
- F3These shares were granted pursuant to performance-based restricted stock awards deemed earned at target pursuant to the terms of the Merger Agreement.
- F4Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was, as of the Effective Time, canceled and converted into the right to receive a payment equal to the product of (i) the number of shares of common stock subject to such option immediately before the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such option.
- F5This option is fully vested and exercisable.