0001017480-24-000119.txt : 20240725 0001017480-24-000119.hdr.sgml : 20240725 20240725151031 ACCESSION NUMBER: 0001017480-24-000119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240725 FILED AS OF DATE: 20240725 DATE AS OF CHANGE: 20240725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH JONALIN S. CENTRAL INDEX KEY: 0001918892 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20969 FILM NUMBER: 241141549 MAIL ADDRESS: STREET 1: 2700 MILAN COURT CITY: BIRMINGHAM STATE: AL ZIP: 35211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HIBBETT INC CENTRAL INDEX KEY: 0001017480 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 208159608 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 BUSINESS ADDRESS: STREET 1: 2700 MILAN COURT CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059424292 MAIL ADDRESS: STREET 1: 2700 MILAN COURT CITY: BIRMINGHAM STATE: AL ZIP: 35211 FORMER COMPANY: FORMER CONFORMED NAME: HIBBETT SPORTS INC DATE OF NAME CHANGE: 20070301 FORMER COMPANY: FORMER CONFORMED NAME: HIBBETT SPORTING GOODS INC DATE OF NAME CHANGE: 19960622 4 1 wk-form4_1721934625.xml FORM 4 X0508 4 2024-07-25 1 0001017480 HIBBETT INC HIBB 0001918892 SMITH JONALIN S. 2700 MILAN COURT BIRMINGHAM AL 35211 0 0 0 1 SVP Merchandising 0 Common Stock 2024-07-25 4 M 0 6498 87.50 A 6921 D Common Stock 2024-07-25 4 A 0 9745 0 A 16666 D Common Stock 2024-07-25 4 D 0 16666 87.50 D 0 D Restricted Stock Units 0 2024-07-25 4 M 0 6498 0 D Common Stock 6498 0 D Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest. Includes 2,596 Vested Company RSU Awards (as defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, each Vested Company RSU Award that was outstanding as of immediately prior to the effective time of the merger (the Effective Time), automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock then underlying such restricted stock unit award as of immediately prior to the Effective Time, and (2) the per share merger consideration of $87.50. Includes 3,902 Specified Company RSU Awards (as defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, each Specified Company RSU Award that was outstanding as of immediately prior to the Effective Time, automatically became cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an unvested amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock then underlying such award as of immediately prior to the Effective Time, and (2) the per share merger consideration of $87.50, vesting subject to the continued service of the former holder with Parent and its affiliates, on the same time-based vesting schedule and otherwise on substantially the same terms as the corresponding Specified Company RSU Awards, except as otherwise provided for in the Merger Agreement. Includes 9,745 performance stock units. In accordance with the terms of the Merger Agreement, each Vested Company PSU Award (as defined in the Merger Agreement) that was outstanding as of immediately prior to the effective time of the merger, automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock that would have vested pursuant to the terms of such performance stock unit award, assuming that any performance based vesting conditions applicable to such performance stock unit award for any performance period that had not been completed as of the effective time were achieved at target performance levels, and (2) the per share merger consideration of $87.50. /s/ Jonalin S. Smith 2024-07-25