0000912833-17-000060.txt : 20170918
0000912833-17-000060.hdr.sgml : 20170918
20170918125852
ACCESSION NUMBER: 0000912833-17-000060
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170914
FILED AS OF DATE: 20170918
DATE AS OF CHANGE: 20170918
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lasher Jeff
CENTRAL INDEX KEY: 0001510527
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22512
FILM NUMBER: 171089515
MAIL ADDRESS:
STREET 1: 500 WESTRIDGE DRIVE
CITY: WATSONVILLE
STATE: CA
ZIP: 95076
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WEST MARINE INC
CENTRAL INDEX KEY: 0000912833
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 770355502
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1229
BUSINESS ADDRESS:
STREET 1: 500 WESTRIDGE DRIVE
CITY: WATSONVILLE
STATE: CA
ZIP: 95076-4100
BUSINESS PHONE: 8317282700
MAIL ADDRESS:
STREET 1: 500 WESTRIDGE DRIVE
CITY: WATSONVILLE
STATE: CA
ZIP: 95076
4
1
wf-form4_150575391880622.xml
FORM 4
X0306
4
2017-09-14
1
0000912833
WEST MARINE INC
WMAR
0001510527
Lasher Jeff
500 WESTRIDGE DRIVE
WATSONVILLE
CA
95076
0
1
0
0
Chief Financial Officer
Common Stock
2017-09-14
2017-09-14
4
D
0
55849
12.97
D
0
D
Outstanding shares of common stock disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among the Issuer, Rising Tide Parent, Inc., a Delaware corporation ("Parent"), and Rising Tide Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, effective September 14, 2017, Merger Sub was merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
Includes 1,530 shares received in April 2017 and 762 shares received in August 2017 under the Issuer's Amended and Restated Associate Stock Purchase Plan. Also includes 41,410 unvested restricted stock units ("RSUs") and does not include 6,477 performance-based restricted stock units ("PVUs") for which the applicable performance period has ended and a payout performance was achieved but remain unvested pending continued employment with the Issuer. Pursuant to the terms of the Merger Agreement, all unvested RSUs and PVUs were assumed by the Issuer and converted into the right to receive an amount in cash, without interest, equal to (i) $12.97 multiplied by (ii) the number of unvested RSUs and PVUs, less any required tax withholdings. The cash payout of the converted RSUs and PVUs will continue to vest and be subject to the same terms and conditions applicable to the RSUs and PVUs, including continued employment with the Issuer.
For PVUs with a performance period that by its terms has not ended, such PVUs will be assumed and converted into the right to receive cash assuming performance at 100% of target levels pursuant to the Merger Agreement.
Outstanding shares disposed of pursuant to the Merger Agreement in exchange for $12.97 for each share of the Issuer's common stock held by the Reporting Person.
Pamela Fields, attorney-in-fact
2017-09-18
EX-24
2
poa-jeffreylasher.txt
POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY
Know all by these presents, that the undersigned, as an officer
of WEST MARINE, INC. (the "Company"), hereby constitutes and
appoints each of Pam Fields and Linda Kennedy, and
each of them signing singly, the undersigned's true and lawful
attorney-in-fact and agent to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of West
Marine, Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") and
the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
and execute any such Forms 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file such forms with
the United States Securities and Exchange Commission (the "SEC")
and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be necessary, desirable or legally required
in connection with the foregoing authority, it being understood
that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and
5 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power
of Attorney to be executed as of this 4th day of September, 2015.
Signature /s/ Jeffrey Lasher
Print Name Jeffrey Lasher
WITNESS:
Signature /s/ Lisa Currington
Print Name Lisa Currington