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