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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 | ||||||||
Stock Option | $ 4.155 | 01/31/2014 | D | 534,351 | (3) | 01/08/2015 | Class A Common Stock | 534,351 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WHALEN DAVID G C/O COSTA INC. 24 ALBION ROAD, SUITE 330 LINCOLN, RI 02865 |
X | President & CEO |
/s/ Tina Benik, as attorney in fact for David Whalen | 02/03/2014 | |
**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) | Includes 50,000 shares of restricted stock that were previously granted to the Reporting Person. |
(2) | Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 7, 2013, by and among Costa Inc., a Rhode Island corporation (the "Company"), Essilor International SA, a French societe anonyme ("Essilor"), and GWH Acquisition Sub Inc., a Rhode Island corporation and an indirect wholly-owned subsidiary of Essilor ("Merger Sub"), at the effective time of the merger, each outstanding share of the Company's Class A Common Stock, par value $1.00 per share, was converted at into the right to receive $21.50 in cash (the "Merger Consideration"). In addition, at the effective time of the merger, each outstanding share of restricted stock was cancelled and converted into the right to receive the Merger Consideration. |
(3) | This option was fully vested and exercisable prior to the effective time of the merger. |
(4) | Pursuant to the terms of the Merger Agreement, each outstanding option to purchase the Company's Class A Common Stock was cancelled and converted as of the effective time of the merger into the right to receive an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the per-share exercise price of the Class A Common Stock subject to such stock option by (ii) the number of shares of Class A Common Stock subject to such option. |