Edgar Filing: COSTA INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SIMPSON GARY S

2. Issuer Name and Ticker or Trading Symbol
COSTA INC [ATX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Corporate Controller

(Last)

(First)

(Middle)

C/O COSTA INC., 24 ALBION ROAD, SUITE 330

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2014

(Street)

LINCOLN, RI 02865

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/31/2014		D		3,360	D	⁽¹⁾	0	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 3.495

01/31/2014

4,000

⁽²⁾

12/12/2018

Class A Common Stock

4,000

⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SIMPSON GARY S C/O COSTA INC. 24 ALBION ROAD, SUITE 330 LINCOLN, RI 02865			Corporate Controller

Signatures

/s/ Tina Benik, as attorney in fact for Gary Simpson		02/03/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 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").
(2)	This option was fully vested and exercisable prior to the effective time of the merger.
(3)	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.

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