0001423542-16-000250.txt : 20161003
0001423542-16-000250.hdr.sgml : 20161003
20161003182431
ACCESSION NUMBER: 0001423542-16-000250
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161003
FILED AS OF DATE: 20161003
DATE AS OF CHANGE: 20161003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SKULLCANDY, INC.
CENTRAL INDEX KEY: 0001423542
STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651]
IRS NUMBER: 562362196
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1441 West Ute Blvd
STREET 2: SUITE 250
CITY: park City
STATE: ut
ZIP: 84098
BUSINESS PHONE: 435-940-1545
MAIL ADDRESS:
STREET 1: 1441 West Ute Blvd
STREET 2: SUITE 250
CITY: park City
STATE: ut
ZIP: 84098
FORMER COMPANY:
FORMER CONFORMED NAME: Skullcandy Inc
DATE OF NAME CHANGE: 20080110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hodell Jason
CENTRAL INDEX KEY: 0001433884
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35240
FILM NUMBER: 161916840
MAIL ADDRESS:
STREET 1: C/O SKULLCANDY, INC.
STREET 2: 1441 WEST UTE BLVD., SUITE 250
CITY: PARK CITY
STATE: UT
ZIP: 84098
4
1
wf-form4_147553345849790.xml
FORM 4
X0306
4
2016-10-03
1
0001423542
SKULLCANDY, INC.
SKUL
0001433884
Hodell Jason
C/O SKULLCANDY, INC.
1441 WEST UTE BOULEVARD, SUITE 250
PARK CITY
UT
84098
0
1
0
0
CFO & COO
COMMON STOCK
2016-10-03
4
D
0
174235
D
0
D
STOCK OPTION (RIGHT TO BUY)
6.29
2016-10-03
4
D
0
139705
D
2023-11-04
COMMON STOCK
139705.0
0
D
STOCK OPTION (RIGHT TO BUY)
9.11
2016-10-03
4
D
0
62111
D
2024-03-12
COMMON STOCK
62111.0
0
D
STOCK OPTION (RIGHT TO BUY)
10.58
2016-10-03
4
D
0
58479
D
2025-03-17
COMMON STOCK
58479.0
0
D
STOCK OPTION (RIGHT TO BUY)
4.12
2016-10-03
4
D
0
139534
D
2026-03-07
COMMON STOCK
139534.0
0
D
Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 23, 2016, by and among Skullcandy, Inc., a Delaware corporation (the "Company"), MRSK Hold Co., a Delaware corporation ("Parent"), and MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent, the reporting person disposed of 22,717 shares of the Company's common stock in the merger and Offer (as defined in the Merger Agreement) in exchange for $6.35 per share in cash (the "Offer Price"), and 127,247 unvested time-based restricted stock units and 24,271 unvested performance-based restricted stock units (with respect to restricted stock units awarded that vest in whole or in part on basis of achievement of performance goals, the number of restricted stock units that would vest at 100% of targeted performance is reflected), each of which was cancelled in exchange for the Offer Price.
Pursuant to the terms of the Merger Agreement, each stock option of the Company, whether vested or unvested, was cancelled in exchange for a cash payment with respect thereto equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such option, and (B) the number of shares of common stock underlying such option.
The original vesting term of the option was as follows: the option vests in five annual installments (10% the first year, 15% the second year, 20% the third year, 25% the fourth year and 30% the fifth and final year), with the first installment vesting on October 28, 2014.
The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 12, 2015.
The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 17, 2016.
The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 7, 2017.
/s/ Patrick D. Grosso, Attorney-in-Fact for Jason Hodell
2016-10-03