SEC Form 4 · accession 0001571049-16-018175
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
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 2:37 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 |
|---|---|---|---|---|---|---|---|---|
| Series A Serial Preferred Stock, $.01 par value per shareF1,F2,F3 | Sep 7, 2016 | D | 50,000 | $1,157.43 | D | 0 | I | Notes |
| Common Stock, $.01 par value per shareF4,F2,F3 | Sep 7, 2016 | D | 4,064,087 | $14.00 | D | 0 | I | Notes |
| Common Stock, $.01 par value per shareF5,F4,F2,F3 | Sep 7, 2016 | D | 20,810 | $14.00 | D | 0 | I | Notes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger Agreement, 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"), each share of the Issuer's Series A Serial Preferred, par value $.01 per share, held by the Reporting Persons (as defined below) immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive $1,157.43 in cash per share.
- F2Nightingale 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.
- F3This 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 is party to a shareholders agreement that relates 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. This shareholders agreement was terminated in connection with the closing of the merger contemplated by the Merger Agreement.
- F4Pursuant to the Merger Agreement, each share of the Issuer's Common Stock, par value $.01 per share, held by the Reporting Persons immediately prior to the Effective Time was converted into the right to receive $14.00 in cash for each share of Common Stock.
- F5Includes 10,400 service-based restricted stock units ("SBRSU"). Pursuant to the Merger Agreement, (i) each share of the Issuer's Common Stock, par value $.01 per share, held by persons who are managing directors of Rhone Group L.L.C. and directors of the Issuer (such persons, the "Managing Directors") immediately prior to the Effective Time, 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 Managing Directors 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. These Managing Directors each have an understanding with entities affiliated with Rhone Capital L.L.C. pursuant to which they hold their reported securities for the benefit of entities affiliated with Rhone Capital L.L.C.