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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 | ||||||||
Option To Purchase Common Stock SPCHA | $ 7.49 | 08/19/2014 | D | 100,000 | (2) | (2) | Common Stock | 100,000 | $ 0 (2) | 0 | D | ||||
Option To Purchase Common Stock SPCHA | $ 2.1 | 08/19/2014 | D | 225,000 | (2) | (2) | Common Stock | 225,000 | $ 0 (2) | 0 | D | ||||
Option To Purchase Common Stock SPCHA | $ 2.02 | 08/19/2014 | D | 20,000 | (2) | (2) | Common Stock | 20,000 | $ 0 (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEVRA CRAIG L ONE SPORT CHALET DRIVE LA CANADA FLINTRIDGE, CA 91011 |
X | X | Chairman/CEO |
/s/ Craig L. Levra | 08/19/2014 | |
**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) | On August 18, 2014, Vestis Retail Group, LLC ("Purchaser") and its wholly-owned subsidiary Everest Merger Sub, Inc. ("Merger Sub") completed the tender offer for all the outstanding shares of Sport Chalet, Inc. ("Issuer"), and on August 19, 2014, Merger Sub merged (the "Merger") with and into Issuer with Issuer surviving the Merger as a wholly-owned subsidiary of Purchaser, all pursuant to that certain Agreement and Plan of Merger dated June 30, 2014 (as amended, the "Merger Agreement"), by and among Purchaser, Merger Sub and Issuer. In connection with the Merger, the reporting person is no longer a director of Issuer on August 19, 2014. |
(2) | In accordance with the Merger Agreement, this stock option was cancelled at the effective time of the Merger without consideration because the exercise price of the stock option exceeded the Merger consideration of $1.20 per share. |