|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance-Based Restricted Stock | (2) | 06/18/2018 | D | 29,304 | (2) | 03/28/2019 | Class A Common Stock | 29,304 | $ 13.5 (3) | 0 | D | ||||
Performance-Based Restricted Stock | (2) | 06/18/2018 | D | 100,267 | (2) | 03/27/2020 | Class A Common Stock | 100,267 | $ 13.5 (3) | 0 | D | ||||
Dividend Equivalent Rights | (4) | 06/18/2018 | D | 7,054 | (5) | (5) | Class A Common Stock | 7,054 | $ 13.5 (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sato Samuel M 3308 N MITTHOEFFER ROAD INDIANAPOLIS, IN 46235 |
X | CEO |
Christopher C. Eck, as attorney-in-fact for Samuel M. Sato | 06/18/2018 | |
**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) | Pursuant to the terms of the Agreement and Plan of Merger dated March 25, 2018 by and among The Finish Line, Inc., JD Sports Fashion Plc, and Genesis Merger Sub, Inc. (the "Merger Agreement"), each share of common stock was converted into the right to receive $13.50 as of June 18, 2018, which was the closing date of the merger. |
(2) | Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. Under the original terms of the restricted stock grant, the shares of performance-based restricted stock vest upon achieving certain performance goals measured over a three-year performance period. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock. |
(3) | Pursuant to the Merger Agreement, each share of performance-based restricted stock, and each related dividend equivalent right accruing on each share of performance-based restricted stock, was converted on the closing date into the right to receive $13.50. |
(4) | The dividend equivalent rights reflect the aggregate accruals of dividends paid by the issuer that accrued on the reporting person's performance-based restricted stock. Each dividend equivalent right is the economic equivalent of one share of Class A Common Stock. |
(5) | Under the original terms of the restricted stock grant, the dividend equivalent rights vest proportionately with the shares of performance-based restricted stock to which they relate. |