0000908834-18-000112.txt : 20180618 0000908834-18-000112.hdr.sgml : 20180618 20180618152253 ACCESSION NUMBER: 0000908834-18-000112 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180618 FILED AS OF DATE: 20180618 DATE AS OF CHANGE: 20180618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILHELM EDWARD W CENTRAL INDEX KEY: 0001223951 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38194 FILM NUMBER: 18904420 MAIL ADDRESS: STREET 1: 3308 N. MITTHOEFFER RD. CITY: INDIANAPOLIS STATE: IN ZIP: 46235 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FINISH LINE INC /IN/ CENTRAL INDEX KEY: 0000886137 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351537210 STATE OF INCORPORATION: IN FISCAL YEAR END: 0303 BUSINESS ADDRESS: STREET 1: 3308 N MITTHOEFFER RD CITY: INDIANAPOLIS STATE: IN ZIP: 46235 BUSINESS PHONE: 3178991022 MAIL ADDRESS: STREET 1: 3308 N MITTHOEFFER ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46235 FORMER COMPANY: FORMER CONFORMED NAME: FINISH LINE INC /DE/ DATE OF NAME CHANGE: 19930328 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-06-18 1 0000886137 FINISH LINE INC /IN/ FINL 0001223951 WILHELM EDWARD W 3308 N. MITTHOEFFER ROAD INDIANAPOLIS IN 46235 0 1 0 0 EVP, Chief Financial Officer Class A Common Stock 2018-06-18 4 D 0 54802 13.50 D 0 D Stock Option (right to buy) 13.10 2018-06-18 4 D 0 24350 D 2020-03-11 Class A Common Stock 24350 0 D Performance-Based Restricted Stock 2018-06-18 4 D 0 7766 13.50 D 2019-03-28 Class A Common Stock 7766 0 D Performance-Based Restricted Stock 2018-06-18 4 D 0 20244 13.50 D 2020-03-27 Class A Common Stock 20244 0 D Dividend Equivalent Rights 2018-06-18 4 D 0 1555 13.50 D Class A Common Stock 1555 0 D Pursuant to the terms of the Agreement and Plan of Merger dated March 25, 2018 by and among The Finish Line, Inc., JD Sports Fashion Plc, and Genesis Merger Sub, Inc. (the "Merger Agreement"), each share of common stock was converted into the right to receive $13.50 as of June 18, 2018, which was the closing date of the merger. The options vested over four years as follows: 10% on March 11, 2011; 20% on March 11, 2012; 30% on March 11, 2013; and 40% on March 11, 2014. Pursuant to the Merger Agreement, each option was converted on the closing date into the right to receive an amount equal to the product of (i) the excess of $13.50 over the $13.10 exercise price per share, and (ii) the number of common shares subject to the option (net of withholding taxes and rounded down to the nearest whole cent). Each share of performance-based restricted stock represents a contingent right to receive one share of Class A Common Stock. Under the original terms of the restricted stock grant, the shares of performance-based restricted stock vest upon achieving certain performance goals measured over a three-year performance period. Dividend equivalent rights accrue with respect to these shares of performance-based restricted stock when and as dividends are paid on Class A Common Stock. Pursuant to the Merger Agreement, each share of performance-based restricted stock, and each related dividend equivalent right accruing on each share of performance-based restricted stock, was converted on the closing date into the right to receive $13.50. The dividend equivalent rights reflect the aggregate accruals of dividends paid by the issuer that accrued on the reporting person's performance-based restricted stock. Each dividend equivalent right is the economic equivalent of one share of Class A Common Stock. Under the original terms of the restricted stock grant, the dividend equivalent rights vest proportionately with the shares of performance-based restricted stock to which they relate. Christopher C. Eck, as attorney-in-fact for Edward W. Wilhelm 2018-06-18