0001209191-19-052891.txt : 20191009 0001209191-19-052891.hdr.sgml : 20191009 20191009204649 ACCESSION NUMBER: 0001209191-19-052891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191008 FILED AS OF DATE: 20191009 DATE AS OF CHANGE: 20191009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPEN RICHARD CENTRAL INDEX KEY: 0001047092 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32849 FILM NUMBER: 191145191 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD.; 10TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Castle Brands Inc CENTRAL INDEX KEY: 0001311538 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 122 EAST 42ND STREET STREET 2: SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10168 BUSINESS PHONE: 646-356-0200 MAIL ADDRESS: STREET 1: 122 EAST 42ND STREET STREET 2: SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10168 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-10-08 1 0001311538 Castle Brands Inc ROX 0001047092 LAMPEN RICHARD 4400 BISCAYNE BOULEVARD MIAMI FL 33137 1 1 0 0 President and CEO Common Stock 2019-10-08 4 U 0 2797470 1.27 D 0 D Common Stock 2019-10-08 4 U 0 1016065 1.27 D 0 I By spouse Stock Option (Right to Buy) 0.35 2019-10-08 4 D 0 300000 D 2020-06-11 Common Stock 300000 0 D Stock Option (Right to Buy) 0.33 2019-10-08 4 D 0 500000 D 2021-06-20 Common Stock 500000 0 D Stock Option (Right to Buy) 0.31 2019-10-08 4 D 0 500000 D 2022-06-08 Common Stock 500000 0 D Stock Option (Right to Buy) 0.38 2019-10-08 4 D 0 500000 D 2023-06-05 Common Stock 500000 0 D Stock Option (Right to Buy) 1.00 2019-10-08 4 D 0 500000 D 2024-05-28 Common Stock 500000 0 D Stock Option (Right to Buy) 1.67 2019-10-08 4 D 0 500000 D 2025-06-02 Common Stock 500000 0 D Stock Option (Right to Buy) 0.90 2019-10-08 4 D 0 600000 D 2026-06-03 Common Stock 600000 0 D On October 8, 2019, Rook Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Austin, Nichols & Co., Inc. ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Castle Brands Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated August 28, 2019 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on October 9, 2019, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director or officer of Issuer, effective on October 9, 2019. Represents shares tendered to the Purchaser in connection with the Tender Offer. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The option vested in four equal annual installments commencing on June 11, 2011. In accordance with the terms of the Merger Agreement, this stock option held by the reporting person was deemed to be fully vested and cancelled and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock subject to such stock option multiplied by (ii) the excess of $1.27 over the per share exercise price of such stock option, less any taxes required to be withheld. The option vested in four equal annual installments commencing on June 20, 2012. The option vested in four equal annual installments commencing on June 8, 2013. The option vested in four equal annual installments commencing on June 5, 2014. The option vested in four equal annual installments commencing on May 28, 2015. The option vested in four equal annual installments commencing on June 2, 2016. In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $1.27 per share. The option vests in four equal annual installments commencing on June 3, 2017, provided that Mr. Lampen is then still a director or employee of the Company, subject to earlier vesting in the event of death, disability or a "Change of Control." /s/ Richard J. Lampen 2019-10-09