0001246360-17-001381.txt : 20170315
0001246360-17-001381.hdr.sgml : 20170315
20170315060027
ACCESSION NUMBER: 0001246360-17-001381
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170310
FILED AS OF DATE: 20170315
DATE AS OF CHANGE: 20170315
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HARMAN INTERNATIONAL INDUSTRIES INC /DE/
CENTRAL INDEX KEY: 0000800459
STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651]
IRS NUMBER: 112534306
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 400 ATLANTIC STREET
STREET 2: SUITE 1500
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 2033283500
MAIL ADDRESS:
STREET 1: 400 ATLANTIC STREET
STREET 2: SUITE 1500
CITY: STAMFORD
STATE: CT
ZIP: 06901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Paliwal Dinesh C
CENTRAL INDEX KEY: 0001360224
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09764
FILM NUMBER: 17689744
MAIL ADDRESS:
STREET 1: 5454 W 110TH STREET
CITY: OVERLAND PARK
STATE: KS
ZIP: 66211
4
1
form.xml
PRIMARY DOCUMENT
X0306
4
2017-03-10
true
0000800459
HARMAN INTERNATIONAL INDUSTRIES INC /DE/
HAR
0001360224
Paliwal Dinesh C
C/O HARMAN INTERNATIONAL INDUSTRIES, INC
400 ATLANTIC STREET, SUITE 1500
STAMFORD
CT
06901
true
true
false
false
Chairman, President and CEO
Common Stock
2017-03-10
4
M
false
33062
0
A
206489
D
Common Stock
2017-03-10
4
M
false
19172
0
A
225661
D
Common Stock
2017-03-10
4
M
false
17302
0
A
242963
D
Common Stock
2017-03-10
4
A
false
48455
0
A
291418
D
Common Stock
2017-03-10
4
A
false
68855
0
A
360273
D
Common Stock
2017-03-10
4
A
false
65961
0
A
426234
D
Common Stock
2017-03-10
4
F
false
123485
112
D
302749
D
Common Stock
2017-03-10
4
D
false
18712.72
112
D
0
I
By 401(k)
Common Stock
2017-03-10
4
D
false
19017.75
112
D
0
I
By 401(k)Plan
Common Stock
2017-03-10
4
D
false
129323
112
D
173426
D
Common Stock
2017-03-10
4
D
false
173426
112
D
0
D
Restricted Share Unit
2017-03-10
4
M
false
33062
0
D
Common Stock
33062
0
D
Restricted Share Unit
2017-03-10
4
M
false
19172
0
D
Common Stock
19172
0
D
Restricted Share Unit
2017-03-10
4
M
false
17302
0
D
Common Stock
17302
0
D
Stock Option (right to buy)
116.65
2017-03-10
4
M
false
100000
0
D
Common Stock
100000
0
D
On November 14, 2016, Harman International Industries, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. ("Samsung USA"), Silk Delaware, Inc., a wholly owned subsidiary of Samsung USA ("Merger Sub"). Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stocks, shares of restricted stock units ("RSUs") and stock options were converted into the right to receive $112 in cash, without interest, (the "Merger Consideration").
Upon the Closing, all unvested RSUs held by the Reporting Person were cancelled and converted into the right to receive an amount of cash equal to the number of shares at the Merger Consideration of $112 per share.
With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount and a pro rata portion of the remaining 40%, calculated based on number of days lapsed between date of grant and March 10, 2017, were vested and converted to cash, and the remaining PRSUs were forfeited.
Any option or stock appreciation right that has an exercise price that equals or exceeds the merger consideration will be cancelled without consideration.
Represents the aggregate number of shares of common stock of the issuer withheld to cover taxes due upon vesting of the restricted share units reported in Column 4.
Marisa Iasenza, as attorney-in-fact, for Dinesh Paliwal
2017-03-14