SEC Form 4 · accession 0001571049-15-009803
ELIZABETH ARDEN INC · RDEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Rhone Capital L.L.C.
Director · 10% Owner
Rhone Capital IV L.P.
Director · 10% Owner
Rhone Holdings IV L.L.C.
Director · 10% Owner
Nightingale Offshore Holdings L.P.
Director · 10% Owner
Nightingale Onshore Holdings L.P.
Director · 10% Owner
Nightingale GP LLC
Director · 10% Owner
Period of report
Dec 2, 2015
Accepted (ET)
Dec 4, 2015 · 4:14 pm EST
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 per shareF1,F3,F4 | Dec 2, 2015 | A | 11,400 | $0.00 | A | 4,075,487 | I | See footnotes |
| Common Stock, $.01 par value per shareF2,F3,F4 | Dec 2, 2015 | A | 9,410 | $10.52 | A | 4,084,897 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of Restricted Stock Units issued pursuant to the Issuer's 2014 Non-Employee Director Stock Award Plan (the "Plan") to persons who are managing directors of Rhone Group L.L.C. and, at the time of grant, directors of the Issuer. This grant will vest in full three years from the date of grant, subject to the terms and conditions of the Plan. These persons each have an understanding with entities affiliated with Rhone Capital L.L.C. pursuant to which they each hold reported securities for the benefit of entities affiliated with Rhone Capital L.L.C.
- F2Shares issued pursuant to the Plan in lieu of a cash payment of the annual director retainer to persons who are managing directors of Rhone Group L.L.C. and, at the time of grant, directors of the Issuer. These persons each have an understanding with entities affiliated with Rhone Capital L.L.C. pursuant to which they each hold reported securities for the benefit of entities affiliated with Rhone Capital L.L.C.
- F3Nightingale GP LLC is the General Partner of Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. and may be deemed the beneficial owner of securities beneficially owned by Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. Rhone Capital IV L.P. indirectly controls Nightingale GP LLC and may be deemed the beneficial owner of securities beneficially owned by Nightingale GP LLC. Rhone Holdings IV L.L.C. is the General Partner of Rhone Capital IV L.P. and may be deemed the beneficial owner of securities beneficially owned by Rhone Capital IV L.P. Rhone Capital L.L.C. is the sole member of Rhone Holdings IV L.L.C. and may be deemed the beneficial owner of securities beneficially owned by Rhone Holdings IV L.L.C.
- F4This Statement is being filed by Nightingale Onshore Holdings L.P., Nightingale Offshore Holdings L.P., Nightingale GP LLC, Rhone Capital IV L.P., Rhone Holdings IV L.L.C., and Rhone Capital L.L.C. (collectively, the "Reporting Persons"). One or more of the Reporting Persons are party to a shareholders agreement that relate to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.