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