FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Golf Galaxy, Inc. [ GGXY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Golf Galaxy Common Stock | 02/13/2007 | D | 700,000(1) | D | $18.82 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
3/14/00 GGXY NQ | $5.72 | 02/13/2007 | D | 10,000 | 03/14/2001(3) | 03/14/2010 | Golf Galaxy Common Stock | 10,000 | $0(2) | 0 | D | ||||
4/21/98 GGXY NQ | $4.35 | 02/13/2007 | D | 25,000 | 04/21/1999(5) | 04/21/2008 | Golf Galaxy Common Stock | 25,000 | $0(4) | 0 | D | ||||
4/26/01 GGXY ISO | $6.3 | 02/13/2007 | D | 7,500 | 04/26/2002(7) | 04/26/2011 | Golf Galaxy Common Stock | 7,500 | $0(6) | 0 | D | ||||
5/3/05 GGXY ISO | $8 | 02/13/2007 | D | 22,500 | 05/03/2006(9) | 05/03/2015 | Golf Galaxy Common Stock | 22,500 | $0(8) | 0 | D | ||||
5/4/04 GGXY ISO | $6.3 | 02/13/2007 | D | 10,000 | 05/04/2005(11) | 05/04/2014 | Golf Galaxy Common Stock | 10,000 | $0(10) | 0 | D | ||||
6/22/06 GGXY NQ | $13.05 | 02/13/2007 | D | 25,000 | 06/22/2007(13) | 06/22/2016 | Golf Galaxy Common Stock | 25,000 | $0(12) | 0 | D | ||||
7/19/99 GGXY NQ | $5.72 | 02/13/2007 | D | 10,000 | 07/19/2000(15) | 07/19/2009 | Golf Galaxy Common Stock | 10,000 | $0(14) | 0 | D | ||||
7/28/05 GGXY ISO | $14 | 02/13/2007 | D | 12,339 | 07/28/2006(17) | 07/28/2015 | Golf Galaxy Common Stock | 12,339 | $0(16) | 0 | D | ||||
7/28/05 GGXY NQ | $14 | 02/13/2007 | D | 8,661 | 07/28/2006(19) | 07/28/2015 | Golf Galaxy Common Stock | 8,661 | $0(18) | 0 | D | ||||
Stock option (right to buy) | $3 | 02/13/2007 | D | 50,000 | 04/05/1998(21) | 04/05/2007 | Golf Galaxy Common Stock | 50,000 | $0(20) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 13, 2006, among the Issuer, Yankees Acquisition Corp. and Dick's Sporting Goods, Inc. ("Merger Agreement") in exchange for the right to receive $18.82 per share in cash, without interest. |
2. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
3. The option vested in four equal installments on March 14, 2001, 2002, 2003 and 2004. |
4. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
5. The option vested in four equal installments on April 21, 1999, 2000, 2001 and 2002. |
6. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
7. The option vested in four equal installments on April 26, 2002, 2003, 2004 and 2005. |
8. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
9. The option vests in four equal annual installments beginning on May 3, 2006. |
10. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
11. The option vests in four equal annual installments beginning on May 4, 2005. |
12. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
13. The option vests in four equal annual installments beginning on June 22, 2007. |
14. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
15. The option vested in four equal installments on July 19, 2000, 2001, 2002 and 2003. |
16. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
17. The option vests in four equal annual installments beginning on July 28, 2006. |
18. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
19. The option vests in four equal annual installments beginning on July 28, 2006. |
20. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option to acquire shares of the Issuer's common stock was converted into the right to acquire Dick's Sporting Goods, Inc. common stock. Options converted into options to purchase shares of Dick's Sporting Goods, Inc. common stock will retain the same terms and conditions, except that the number of shares of Dick's Sporting Goods, Inc. common stock and the exercise price of such options will be adjusted utilizing a conversion ratio of 0.386. |
21. The option vested in four equal installments on April 5, 1998, 1999, 2000 and 2001. |
/s/ Richard C. Nordvold Attorney-in-fact for Randall K. Zanatta | 02/13/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |