SEC Form 4 · accession 0000095052-16-000095
ELIZABETH ARDEN INC · RDEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
E Scott Beattie
Officer — Chairman, President & CEO · Director
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 6:00 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 valueF1,F2 | Aug 17, 2016 | G | 23,029 | $0.00 | D | 1,223,632 | D | |
| Common Stock, $.01 par valueF3,F2 | Sep 1, 2016 | G | 1,500 | $0.00 | D | 1,222,132 | D | |
| Common Stock, $.01 par valueF4 | Sep 7, 2016 | D | 1,222,132 | — | D | 0 | D | |
| Common Stock, $.01 par valueF5 | Sep 7, 2016 | D | 184,029 | — | D | 0 | I | Family Trust |
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)F6 | $9.33 | Sep 7, 2016 | D | 96,500 | D | — | Aug 17, 2019 | Common Stock, $.01 par value | 96,500 | 0 | D |
| Stock Option (Right to Buy)F6 | $9.63 | Sep 7, 2016 | D | 165,200 | D | — | Aug 10, 2025 | Common Stock, $.01 par value | 165,200 | 0 | D |
Explanation of responses
- F1Gift to donor-advised charitable fund.
- F2Includes 113,567 service-based restricted stock units ("SBRSU") and 60,053 performance-based restricted stock units ("PBRSU").
- F3Gifts to unaffiliated third parties.
- F4Includes 113,567 SBRSUs and 60,053 PBRSUs. 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; (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; and (iii) each PBRSU held by the Reporting Person became fully earned, was canceled, and was converted into the right to receive $14.00 in cash for each PBRSU, less any required withholding taxes.
- F5Shares held in a family trust of which Reporting Person's spouse is trustee, and spouse and minor children are beneficiaries, which were converted into the right to receive $14.00 per share, less any required withholding taxes, pursuant to the Merger Agreement.
- F6Pursuant 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.