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