Revelyst Inc.
12/02/2024 | Press release | Distributed by Public on 12/02/2024 17:33
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | (5) | 11/27/2024 | A | 6,682 | (5) | (5) | Common Stock | 6,682 | (5) | 6,682 | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Keegan Andrew P.O. BOX 1411 PROVIDENCE, RI 02901 |
Chief Financial Officer |
Signatures
| /s/ Yun Jung Choi, attorney-in-fact | 12/02/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On November 27, 2024 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2023 (as amended, the "Merger Agreement"), among the Issuer, Vista Outdoor Inc. ("Vista Outdoor"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of Vista Outdoor's common stock ("Vista Outdoor Common Stock") (other than (a) any such shares of Vista Outdoor Common Stock held by Vista Outdoor, its subsidiaries or CSG Elevate II Inc. and (b) any Appraisal Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Issuer ("Common Stock") and (ii) $25.75 in cash. |
| (2) | Includes restricted stock units subject to certain vesting periods and other restrictions granted under Vista Outdoor's 2020 Stock Incentive Plan. |
| (3) | Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023 (the "EMA"), by and between Vista Outdoor and the Issuer, effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each Vista Outdoor restricted stock unit ("RSU") and Vista Outdoor performance stock unit ("PSU") that did not vest in connection with the transactions contemplated by the Merger Agreement and the EMA was canceled and replaced with a restricted stock unit award of the Issuer, the number of shares of which is equal to the number of shares of Vista Outdoor Common Stock subject to the RSU or PSU (in the case of PSUs, based on achievement of performance criteria at levels set forth in the EMA) multiplied by the Revelyst Conversion Ratio. |
| (4) | Due to a 1000 character limit, Footnote 4 is a continuation of Footnote 3: As used herein, "Revelyst Conversion Ratio" means a fraction the numerator of which is the closing price per share of Vista Outdoor Common Stock trading "regular way with due bills" during the last full trading session immediately prior to the Closing Date and the denominator of which is the opening price per share of Common Stock on the Closing Date. |
| (5) | Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each Vista Outdoor stock option, whether vested or unvested, was canceled and replaced with an option to purchase shares of the Issuer's common stock, with the number of shares subject to each such option equal to (a) the number of shares of Vista Outdoor Common Stock issuable upon the exercise of the applicable option multiplied by (b) the Revelyst Conversion Ratio, and a per-share exercise price equal to (i) the per-share exercise price of the corresponding Vista Outdoor option divided by (ii) the Revelyst Conversion Ratio. |