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
K SWISS INC [ KSWS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2013 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Option to Buy Class A Common Stock | $2.87 | 04/30/2013 | D | 100,000 | (1) | 11/15/2021 | Class A Common Stock, Par Value$.01 | 100,000 | $1.88(1) | 0(1) | D | ||||
Option to Buy Class A Common Stock | $3.39 | 04/30/2013 | D | 150,000 | (1) | 02/28/2022 | Class A Common Stock, Par Value$.01 | 150,000 | $1.36(1) | 0(1) | D | ||||
Option to Buy Class A Common Stock | $12.19 | 04/30/2013 | D | 30,000 | (2) | 03/04/2018 | Class A Common Stock, Par Value$.01 | 30,000 | $0(2) | 0(2) | D | ||||
Option to Buy Class A Common Stock | $7.17 | 04/30/2013 | D | 250,000 | (2) | 03/09/2019 | Class A Common Stock, Par Value$.01 | 250,000 | $0(2) | 0(2) | D | ||||
Option to Buy Class A Common Stock | $9.9 | 04/30/2013 | D | 2,000 | (3) | 03/02/2020 | Class A Common Stock, Par Value$.01 | 2,000 | $0(3) | 0(3) | D | ||||
Class B Common Stock(5) | (5) | 04/30/2013 | D | 63,240 | (6) | (5) | Class B Common Stock | 63,240 | $4.75(6) | 0(6) | I | See footnote(4) | |||
Option to Buy Class A Common Stock | $15.615 | 04/30/2013 | D | 40,000 | (2) | 07/25/2013 | Class A Common Stock, Par Value$.01 | 40,000 | $0(2) | 0(2) | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger, dated as of January 16, 2013, (the "Merger Agreement"), by and among E-Land World Limited, Ian Acquisition Sub, Inc. and K-Swiss Inc. at the effective time of the merger of Ian Acquisition Sub, Inc. with and into K-Swiss Inc. (the "Merger"), this option, which provided for vesting in equal increments over a three-year period, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $4.75 over the exercise price per share of the option and (ii) the total number of shares underlying the option. |
2. This option, which was fully vested, was cancelled in the Merger without any cash payment made in respect thereof as the exercise price per share exceeded the $4.75 per share merger consideration. |
3. This option, which provided for vesting in equal increments over a three-year period, was cancelled in the merger without any cash payment in respect thereof as the exercise price per share exceeded the $4.75 per share merger consideration. |
4. These shares are held by the Sharyn Beth Nichols 1988 Trust, of which David Nichols is the trustee, for the benefit of a related individual. Mr. Nichols disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
5. Shares of Class B Common Stock are not registered under Section 12 of the Securities Exchange Act. Prior to the Merger, these shares were convertible at any time into shares of Class A Common Stock with no expiration date. |
6. Pursuant to the Merger Agreement, at the effective time of Merger, each share of K-Swiss Inc. common stock converted into the right to receive $4.75 in cash. |
/s/ David Nichols | 04/30/2013 | |
** 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. |