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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 05/29/2014 | D | 6,620 | (2) | (2) | Common Stock | 6,620 | (2) | 0 | D | ||||
Stock Options (right to buy) | $ 3.06 | 05/29/2014 | D | 3,000 | (3) | 09/23/2021 | Common Stock | 3,000 | (3) | 0 | D | ||||
Stock Options (right to buy) | $ 2 | 05/29/2014 | D | 8,000 | (3) | 09/23/2020 | Common Stock | 8,000 | (3) | 0 | D | ||||
Stock Options (right to buy) | $ 2.37 | 05/29/2014 | D | 6,000 | (3) | 02/26/2020 | Common Stock | 6,000 | (3) | 0 | D | ||||
Stock Options (right to buy) | $ 3.93 | 05/29/2014 | D | 3,000 | (3) | 07/01/2019 | Common Stock | 3,000 | (3) | 0 | D | ||||
Stock Options (right to buy) | $ 26.14 | 05/29/2014 | D | 4,900 | (3) | 09/16/2018 | Common Stock | 4,900 | (3) | 0 | D | ||||
Stock Options (right to buy) | $ 21.29 | 05/29/2014 | D | 5,000 | (3) | 11/14/2017 | Common Stock | 5,000 | (3) | 0 | D | ||||
Stock Options (right to buy) | $ 27.37 | 05/29/2014 | D | 5,000 | (3) | 01/22/2017 | Common Stock | 5,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sullivan Jim 901 WEST WALNUT HILL LANE IRVING, TX 75038 |
VP, Controller & CAO |
/s/ Jim Sullivan | 06/02/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2014 (the "Merger Agreement"), by and among Zale Corporation ("Zale"), Signet Jewelers Limited and Carat Merger Sub, Inc., on May 29, 2014, each share of Zale common stock, par value $0.01 per share ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement), was converted into the right to receive $21.00 in cash ("the "Merger Consideration"). |
(2) | Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit subject to vesting conditions other than performance-based vesting conditions ("Time-Vested RSU") became fully vested, was canceled and was converted into the right to receive an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such Time-Vested RSU immediately prior to the Effective Time. |
(3) | Pursuant to the Merger Agreement, on May 29, 2014, each Zale stock option, whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to the excess (if any) of (x) the Merger Consideration multiplied by the number of shares of Common Stock underlying such stock option immediately prior to the Effective Time over (y) the aggregate exercise price payable upon exercise of such stock option immediately prior to the Effective Time. Each outstanding stock option that had an exercise price that was greater than or equal to the Merger Consideration was canceled for no consideration. |