0001437749-15-022126.txt : 20151211 0001437749-15-022126.hdr.sgml : 20151211 20151211190541 ACCESSION NUMBER: 0001437749-15-022126 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151209 FILED AS OF DATE: 20151211 DATE AS OF CHANGE: 20151211 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STEINER LEISURE Ltd CENTRAL INDEX KEY: 0001018946 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980164731 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1206 BUSINESS ADDRESS: STREET 1: 770 SOUTH DIXIE HWY. STREET 2: 2ND FLOOR CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 3053589002 MAIL ADDRESS: STREET 1: STE 104A STREET 2: SAFFREY SQ CITY: NASSAU STATE: C5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: STEINER LEISURE LTD DATE OF NAME CHANGE: 19960716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLUXMAN LEONARD I CENTRAL INDEX KEY: 0001063623 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28972 FILM NUMBER: 151284362 MAIL ADDRESS: STREET 1: STEINER LEISURE LIMITED STREET 2: 770 S DIXIE HIGHWAY SUITE 200 CITY: CORAL GABLES STATE: FL ZIP: 33146 4 1 rdgdoc.xml FORM 4 X0306 4 2015-12-09 0001018946 STEINER LEISURE Ltd STNR 0001063623 FLUXMAN LEONARD I C/O STEINER MANAGEMENT SERVICES 770 S. DIXIE HIGHWAY - SUITE 200 CORAL GABLES FL 33146 1 1 President & CEO Common Shares 2015-12-09 4 D 0 41536 65 D 141180 D Common Shares 2015-12-09 4 D 0 43935 65 D 97245 D Common Shares 2015-12-09 4 D 0 51091 65 D 46154 D Common Shares 2015-12-09 4 J 0 46154 65 D 0 D Represents time-based restricted share units subject to vesting over time, which were vested and canceled at the effective time of the merger pursuant to the Agreement and Plan of Merger, dated August 20, 2015, by and among the Company, Nemo Parent, Inc. and Nemo Merger Sub., Inc. (the "Merger"), in exchange for the right to receive $65.00 in cash per share (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law. Represents performance-based restricted share units subject to vesting contingent on the achievement of performance goals or targets, which were vested and cancelled at the effective time of the Merger in exchange for the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law. Represents common shares converted into the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law. Pursuant to a rollover agreement by and between an affiliate of Nemo Parent, Inc. and the Reporting Person, the Reporting Person contributed these shares in exchange for equity interests in an affiliate of Nemo Parent, Inc. (the "Rollover"), effective as of the effective time of the Merger. For purposes of the Rollover, the Reporting Person's shares were valued at the Merger Consideration. /s/ Leonard Fluxman 2015-12-11