0001209191-19-052873.txt : 20191009
0001209191-19-052873.hdr.sgml : 20191009
20191009203152
ACCESSION NUMBER: 0001209191-19-052873
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: ANDREWS MARK
CENTRAL INDEX KEY: 0001188554
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32849
FILM NUMBER: 191145167
MAIL ADDRESS:
STREET 1: 4400 BISCAYNE BLVD
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
0001188554
ANDREWS MARK
C/O CASTLE BRANDS INC.
122 EAST 42ND ST, SUITE 5000
NEW YORK
NY
10168
1
0
0
0
Common Stock
2019-10-08
4
U
0
3013724
1.27
D
250000
D
Common Stock
2019-10-08
4
D
0
250000
1.27
D
0
D
Common Stock
2019-10-08
4
U
0
761684
1.27
D
0
I
Held By IRA
Common Stock
2019-10-08
4
U
0
1183079
1.27
D
0
I
By Knappogue Corp.
Stock Option (Right to Buy)
0.35
2019-10-08
4
D
0
225000
D
2020-06-11
Common Stock
225000
0
D
Stock Option (Right to Buy)
0.33
2019-10-08
4
D
0
250000
D
2021-06-20
Common Stock
250000
0
D
Stock Option (Right to Buy)
0.31
2019-10-08
4
D
0
250000
D
2022-06-08
Common Stock
250000
0
D
Stock Option (Right to Buy)
0.38
2019-10-08
4
D
0
250000
D
2023-06-05
Common Stock
250000
0
D
Stock Option (Right to Buy)
1.00
2019-10-08
4
D
0
250000
D
2024-05-28
Common Stock
250000
0
D
Stock Option (Right to Buy)
1.67
2019-10-08
4
D
0
250000
D
2025-06-02
Common Stock
250000
0
D
Stock Option (Right to Buy)
0.90
2019-10-08
4
D
0
300000
D
2026-06-03
Common Stock
300000
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 of Issuer, effective on October 9, 2019.
Represents shares tendered to the Purchaser in connection with the Tender Offer.
In accordance with the terms of the Merger Agreement, the restricted stock awards held by the reporting person were deemed to be fully vested 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 in respect of such restricted stock awards multiplied by (ii) $1.27, less any taxes required to be withheld.
The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
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. Andrews 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/ Mark Andrews
2019-10-09