0001091171-17-000018.txt : 20170217 0001091171-17-000018.hdr.sgml : 20170217 20170217170807 ACCESSION NUMBER: 0001091171-17-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170215 FILED AS OF DATE: 20170217 DATE AS OF CHANGE: 20170217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE NILE INC CENTRAL INDEX KEY: 0001091171 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 911963165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 411 FIRST AVE S STREET 2: STE 700 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2063366700 MAIL ADDRESS: STREET 1: 411 FIRST AVE S STREET 2: STE 700 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET DIAMONDS INC DATE OF NAME CHANGE: 20000131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BINDER DAVID BRADLEY CENTRAL INDEX KEY: 0001421833 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50763 FILM NUMBER: 17622255 MAIL ADDRESS: STREET 1: 601 108TH AVENUE NE, SUITE 1200 CITY: BELLEVUE STATE: WA ZIP: 98004 4 1 wf-form4_148736926431156.xml FORM 4 X0306 4 2017-02-15 1 0001091171 BLUE NILE INC NILE 0001421833 BINDER DAVID BRADLEY C/O BLUE NILE INC 411 1ST AVE SOUTH SUITE 700 SEATTLE WA 98104 0 1 0 0 EVP, CAO, & CFO Common Stock 2017-02-15 4 F 0 2217 40.72 D 78326 D Common Stock 2017-02-17 4 D 0 78326 D 0 D Stock Option (Right to Buy) 31.31 2017-02-17 4 D 0 15000 D 2023-02-14 Common Stock 15000.0 0 D Stock Option (Right to Buy) 33.25 2017-02-17 4 D 0 10413 D 2024-02-14 Common Stock 10413.0 0 D Stock Option (Right to Buy) 30.44 2017-02-17 4 D 0 37500 D 2021-08-21 Common Stock 37500.0 0 D Stock Option (Right to Buy) 33.45 2017-02-17 4 D 0 4000 D 2021-11-15 Common Stock 4000.0 0 D The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of restricted stock units previously reported. These shares were not issued to or sold by the reporting person. Includes vested and unvested units of restricted stock. Pursuant to the agreement and plan of merger dated as of November 6, 2016 ("Merger Agreement"), by and among the issuer, Blue Nile, Inc., a Delaware corporation, BC Cyan Parent Inc., a Delaware corporation, and BC Cyan Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of BC Cyan Parent Inc., at the Effective Time (as defined in the Merger Agreement), each outstanding share of common stock and restricted stock unit owned by the reporting person was cancelled and converted into the right to receive $40.75 (the "Per Share Price") less any required withholding taxes. The reporting person will receive an additional amount in cash equivalent to 16.12 shares due to dividend equivalents. Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option owned by the reporting person that has an exercise price per share of common stock underlying the stock option that is less than the Per Share Price will be cancelled and converted into the right to receive an amount in cash, less any required withholding taxes, determined by multiplying (a) the excess of the Per Share Price over the exercise price of such stock option by (b) the number of shares of common stock underlying the stock option. /s/ David Binder 2017-02-17