SEC Form 4 · accession 0000095052-16-000088

ELIZABETH ARDEN INC · RDEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP, Gen. Counsel & Secretary

Period of report

Sep 7, 2016

Accepted (ET)

Sep 9, 2016 · 5:32 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000095052

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $.01 par value^F1	Sep 7, 2016	D	62,205	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F2	$9.33	Sep 7, 2016	D	10,700	D	—	Aug 17, 2019	Common Stock, $.01 par value	10,700	0	D
Stock Option (Right to Buy)^F2	$9.63	Sep 7, 2016	D	14,500	D	—	Aug 10, 2025	Common Stock, $.01 par value	14,500	0	D

F1Includes 9,967 service-based restricted stock units ("SBRSU"). Pursuant to the Agreement and Plan of Merger dated June 16, 2016 (the "Merger Agreement") by and among the Issuer and Revlon, Inc., Revlon Consumer Products Corporation, and RR Transaction Corp., on September 7, 2016 (the "Closing Date") (i) each share of the Issuer's common stock, par value $.01 per share ("Common Stock") held by the Reporting Person immediately prior to the Effective Time (as defined in the Merger Agreement), was converted into the right to receive $14.00 in cash per share, less any required withholding taxes; and (ii) each SBRSU held by the Reporting Person subject to vesting conditions became fully vested, was canceled, and was converted into the right to receive $14.00 in cash for each SBRSU, less any required withholding taxes.
F2Pursuant to the Merger Agreement, on the Closing Date, each of the Issuer's outstanding stock options, whether vested or unvested, was canceled and exchanged for the right to receive a cash payment equal to the product of (i) the number of shares of the Issuer's Common Stock subject to the option multiplied by (ii) the excess (if any) of $14.00 over the per share exercise price of the option, less any required withholding taxes. Each outstanding stock option that had an exercise price that was equal to or greater than $14.00 was canceled for no consideration.