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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
FIG LLC 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
FIG Corp. 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
Intrawest Cayman GP Ltd. C/O FORTRESS INVESTMENT GROUP 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
Intrawest Cayman L.P. C/O FORTRESS INVESTMENT GROUP 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
Intrawest Holdings S.a.r.l. C/O FORTRESS INVESTMENT GROUP 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
Intrawest S.a.r.l. C/O FORTRESS INVESTMENT GROUP 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X | ||
Intrawest Europe Holdings S.a.r.l. C/O FORTRESS INVESTMENT GROUP 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
X | X |
/s/ Cameron MacDougall, as Authorized Signatory of Fortress Investment Group LLC | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of FIG LLC | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of Fortress Operating Entity I LP | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of FIG Corp. | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Cayman GP Ltd. | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Cayman L.P. | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Holdings S.a r.l. | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest S.a. r.l. | 08/01/2017 | |
**Signature of Reporting Person | Date | |
/s/ Cameron MacDougall, as Authorized Signatory of Intrawest Europe Holdings S.a. r.l. | 08/01/2017 | |
**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 April 7, 2017, Intrawest Resorts Holdings, Inc. ("IRHI") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Hawk Holding Company, LLC, Hawk Holding Company, Inc., and Hawk Merger Sub, Inc., pursuant to which Hawk Merger Sub, Inc. would be merged with and into IRHI, with IRHI continuing as the Surviving Company (the "Merger"). Pursuant to the Merger Agreement, upon closing of the Merger on July 31, 2017, each share of IRHI common stock ("Common Stock"), issued and outstanding was converted into the right to receive $23.75 in cash. |
(2) | These shares of Common Stock are held by Intrawest Europe Holdings S.a r.l. and Intrawest S.a r.l. Intrawest Europe Holdings S.a r.l. directly owned 18,661,850 shares of the Common Stock and Intrawest S.a r.l. directly owned 8,376,400 shares of the Common Stock. Intrawest Europe Holdings S.a r.l. owns 100% of Intrawest S.a r.l. Intrawest Cayman L.P. owns 100% of Intrawest Holdings S.a r.l., which owns 100% of Intrawest Europe Holdings S.a r.l. Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D), L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., (continued in footnote 3) |
(3) | (continued from footnote 2) Fortress Investment Fund IV (Coinvestment Fund D), L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., Fortress Investment Fund IV (Coinvestment Fund G) L.P., Fortress IW Coinvestment Fund IV (Fund A) L.P., Fortress IW Coinvestment Fund IV (Fund B) L.P., Fortress IW Coinvestment Fund IV (Fund C) L.P., Fortress IW Coinvestment Fund IV (Fund D), L.P., and Fortress IW Coinvestment Fund IV (Fund G) L.P. (collectively, the "Funds") collectively own 82.1% of the common units and 88.7% of the Class A Preferred Units of Intrawest Cayman L.P. FIG LLC is the investment manager of each of the Funds. Fortress Operating Entity I LP ("FOE I") is the 100% owner of FIG LLC and the general partners of each of the Funds. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC. (continued in footnote 4) |
(4) | (continued from footnote 3) Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. |