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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 | ||||||||
Performance Stock Units | (2) | 03/22/2016 | D | 36,400 | (2) | (2) | Common Stock | 36,400 | (2) | 0 | D | ||||
Performance Stock Units | (2) | 03/22/2016 | D | 37,500 | (2) | (2) | Common Stock | 37,500 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 10.82 | 03/22/2016 | D | 225,000 | (3) | 10/24/2021 | Common Stock | 225,000 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 11.34 | 03/22/2016 | D | 33,750 | (4) | 05/08/2022 | Common Stock | 33,750 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bannon Leo A. 100 NORTH CRESCENT DRIVE, SUITE 200 BEVERLY HILLS, CA 90210 |
EVP, Global Operations |
Vivian Yang, Attorney-in-Fact for Leo Bannon | 03/23/2016 | |
**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 November 8, 2015 RealD Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rhombus Cinema Holdings, LLC, a Delaware limited liability company ("Purchaser") and Rhombus Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Purchaser ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Purchaser as a result of the Merger that became effective on March 22, 2016. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), was cancelled and converted automatically into the right to receive a cash payment equal to $11.00 in cash, without interest less any applicable tax withholding. |
(2) | Represents previously unearned performance stock units. Pursuant to the Merger Agreement, as of the Effective Time, each performance stock unit, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock issuable upon conversion of such performance stock unit paid out at 100% of target multiplied by (ii) $11.00, less any applicable tax withholding. |
(3) | Pursuant to the Merger Agreement, as of the Effective Time, each option, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock subject to the option multiplied by (ii) the excess, if any, of $11.00 over the exercise price of the option, less any applicable tax withholding. |
(4) | Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were cancelled. |