0001423542-16-000255.txt : 20161003 0001423542-16-000255.hdr.sgml : 20161003 20161003183549 ACCESSION NUMBER: 0001423542-16-000255 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: KEARL JEFF CENTRAL INDEX KEY: 0001521855 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35240 FILM NUMBER: 161916866 MAIL ADDRESS: STREET 1: C/O SKULLCANDY, INC. STREET 2: 1441 WEST UTE BLVD., SUITE 250 CITY: PARK CITY STATE: UT ZIP: 84908 4 1 wf-form4_147553413734554.xml FORM 4 X0306 4 2016-10-03 1 0001423542 SKULLCANDY, INC. SKUL 0001521855 KEARL JEFF C/O SKULLCANDY, INC. 1441 WEST UTE BOULEVARD, SUITE 250 PARK CITY UT 84098 1 0 0 0 COMMON STOCK 2016-10-03 4 D 0 76040 D 0 D COMMON STOCK 2016-10-03 4 D 0 13650 D 0 I BY MONARCH PARTNERS STOCK OPTION (RIGHT TO BUY) 0.37 2016-10-03 4 D 0 29378 D 2017-08-27 COMMON STOCK 29378.0 0 I BY LLC STOCK OPTION (RIGHT TO BUY) 19.99 2016-10-03 4 D 0 28000 D 2021-07-27 COMMON STOCK 28000.0 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 a total of 66,963 shares of the Company's common stock (of which (i) 53,313 shares of the Company's common stock were held directly by the reporting person and (ii) 13,650 shares of Common Stock held by Monarch Partners) in the merger and Offer (as defined in the Merger Agreement) in exchange for $6.35 per share in cash (the "Offer Price"), and 22,727 unvested time-based restricted stock units, which were cancelled in exchange for the Offer Price. The Reporting Person is the manager of Monarch Partners and holds voting and dispositive power of the shares and options held by Monarch Partners. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Monarch Partners, but disclaims beneficial ownership of such shares and options to the extent of his pecuniary interest therein. 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 shares are fully vested and exercisable. The Reporting Person is the manager of Pura Vida Investment Capital ("Pura Vida") and holds voting and dispositive power of the shares and the options held by Pura Vida. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Pura Vida, but disclaims beneficial ownership of such shares and options except to extent of his pecuniary interest therein. The original vesting term of the option was as follows: the option vests (i) with respect to 33% of the shares underlying the option, on July 27, 2012; and (ii) with respect to the remaining 67% of the shares underlying the option, in twenty-four substantially equal installments on each monthly anniversary thereafter. /s/ Patrick D. Grosso, Attorney-in-Fact for Jeff Kearl 2016-10-03