0000899243-16-034858.txt : 20161202 0000899243-16-034858.hdr.sgml : 20161202 20161202174940 ACCESSION NUMBER: 0000899243-16-034858 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161201 FILED AS OF DATE: 20161202 DATE AS OF CHANGE: 20161202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KORN FERRY INTERNATIONAL CENTRAL INDEX KEY: 0000056679 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 952623879 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 1900 AVENUE OF THE STARS STREET 2: SUITE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105521834 MAIL ADDRESS: STREET 1: 1900 AVENUE OF THE STARS STREET 2: SUITE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HG (Bermuda) Ltd CENTRAL INDEX KEY: 0001657444 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14505 FILM NUMBER: 162032235 BUSINESS ADDRESS: STREET 1: SE PEARMAN BUILDING, 3RD FLOOR STREET 2: 9 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: 1-441-474-5310 MAIL ADDRESS: STREET 1: SE PEARMAN BUILDING, 3RD FLOOR STREET 2: 9 PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-01 1 0000056679 KORN FERRY INTERNATIONAL KFY 0001657444 HG (Bermuda) Ltd C/O HG (BERMUDA) LIMITED, SE PEARMAN BUILDING, 3RD FLOOR, 9 PAR-LA-VILLE ROAD HAMILTON D0 HM 08 BERMUDA 0 0 1 0 Common Stock, $0.01 par value 2016-12-01 4 J 0 1946984 0.00 D 3975152 D Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as has been and may be further amended, modified or supplemented from time to time in accordance with its terms, the "SPA"), entered into by and between HG (Bermuda) Limited ("HG") and Korn/Ferry International ("Korn Ferry"), at the closing of the transactions contemplated thereby, Korn Ferry paid to HG as partial consideration for the acquisition of all of the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG's wholly owned subsidiary, HG (Luxembourg) S.a.r.l., 5,922,136 shares of Korn Ferry common stock (the "KF Shares"). The lockup restrictions pertaining to 1,947,072 shares of the KF Shares (the "First Allocation") expired on December 1, 2016. On December 1, 2016, following the release of the lockup restrictions pertaining to the First Allocation, the Reporting Person transferred the First Allocation less 88 shares (1,946,984) (Continued from Footnote 1) on a pro rata basis, without consideration, to its shareholders and former shareholders to the extent entitled to such shares. This filing constitutes a Form 4 exit filing for the Reporting Person as it is no longer subject to Section 16 under the Securities Exchange Act of 1934. /s/ Chris R. Matthews, Chief Executive Officer, on behalf of HG (BERMUDA) Limited 2016-12-02