0001396677-17-000032.txt : 20170824 0001396677-17-000032.hdr.sgml : 20170824 20170824192944 ACCESSION NUMBER: 0001396677-17-000032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170823 FILED AS OF DATE: 20170824 DATE AS OF CHANGE: 20170824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOPER STANLEY E CENTRAL INDEX KEY: 0001265855 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23731 FILM NUMBER: 171050249 MAIL ADDRESS: STREET 1: C/O NUTRACEUTICAL INTERNATIONAL CORP STREET 2: 1400 KEARNS BLVD 2ND FL. CITY: PARK CITY STATE: UT ZIP: 84060 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NUTRACEUTICAL INTERNATIONAL CORP CENTRAL INDEX KEY: 0001050007 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 870515089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1400 KEARNS BOULEVARD STREET 2: 2ND FLOOR CITY: PARK CITY STATE: UT ZIP: 84060 BUSINESS PHONE: 4356556000 MAIL ADDRESS: STREET 1: 1400 KEARNS BOULEVARD STREET 2: 2ND FLOOR CITY: PARK CITY STATE: UT ZIP: 84060 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-08-23 1 0001050007 NUTRACEUTICAL INTERNATIONAL CORP NUTR 0001265855 SOPER STANLEY E C/O NUTRACEUTICAL INTERNATIONAL CORP 1400 KEARNS BLVD 2ND FL. PARK CITY UT 84060 0 1 0 0 Senior Vice President and CLO Common Stock 2017-08-23 4 D 0 5237 D 0 D Common Stock 2017-08-23 4 D 0 1400 D 0 I By IRA Common Stock 2017-08-23 4 D 0 19074 D 0 I By Trust Performance Stock Unit (PSU) 2017-08-23 4 D 0 14700 41.8 D 2019-09-30 Common Stock 14700 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 21, 2017, by and among Nutraceutical International Corporation (the "Company"), Nutrition Parent, LLC ("Parent") and Nutrition Sub, Inc. ("Merger Sub"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent, each share of the Company's common stock, par value $0.01 per share (the "Common Stock"), owned by the reporting person was converted into the right to receive $41.80 in cash without interest (the "Merger Consideration"). These shares are held in The Soper Family Trust (the "Trust"), a revocable trust, which reporting person and reporting person's wife are trustees and who with their children are beneficiaries of the Trust. These shares are held in the Trust for the benefit of reporting person and reporting person's wife and children. The reporting person and reporting person's wife are trustees of the Trust. The reporting person may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purposes. Each performance stock unit ("PSU") represented the right to receive Common Stock, subject to certain performance measures. Such PSUs had a three-year performance period, commencing on October 1, 2016 and ending on September 30, 2019. Pursuant to the Merger Agreement, at the Effective Time, each PSU was cancelled and converted automatically into the right to receive a cash payment, without interest, equal in value to the per share price multiplied by the aggregate number of shares of Common Stock subject to such PSU (assuming the maximum level of performance achievable under the terms of the PSUs, which is 210%)(the "PSU cash payment"). The PSU cash payment will be made in two installments as follows: (i) at the Effective Time, an amount equal to 50% of the PSU cash payment and (ii) the remaining amount of the PSU cash payment will become payable on the earlier of (I) the one-year anniversary of the effective time of the Merger, subject to the continued employment of such holder and (II) the termination of such holder's employment (A) by the Company without cause (and other than due to death or disability) or (B)by such holder for good reason. /s/ Alison Pitt, attorney in fact 2017-08-24