0001104659-19-043786.txt : 20190802 0001104659-19-043786.hdr.sgml : 20190802 20190802183625 ACCESSION NUMBER: 0001104659-19-043786 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190801 FILED AS OF DATE: 20190802 DATE AS OF CHANGE: 20190802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KINDEL CHARLES E. JR. CENTRAL INDEX KEY: 0001748820 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36017 FILM NUMBER: 19997208 MAIL ADDRESS: STREET 1: C/O CONTROL4 CORPORATION STREET 2: 11734 S. ELECTION ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONTROL4 CORP CENTRAL INDEX KEY: 0001259515 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11734 SOUTH ELECTION ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84020 BUSINESS PHONE: 801-523-3100 MAIL ADDRESS: STREET 1: 11734 SOUTH ELECTION ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84020 4 1 a4.xml 4 X0306 4 2019-08-01 1 0001259515 CONTROL4 CORP CTRL 0001748820 KINDEL CHARLES E. JR. C/O CONTROL4 CORP. 11734 SOUTH ELECTION ROAD 9987 CARVER ROAD, SUITE 420 SALT LAKE CITY UT 84020 0 1 0 0 Sr. Vice President of Products Common Stock 2019-08-01 4 D 0 6554 D 0 D Common Stock 2019-08-01 4 J 0 16730 D 0 D Performance-based Restricted Stock Units 2019-08-01 4 D 0 5892 D Common Stock 5892 0 D Restricted Stock Units 2019-08-01 4 D 0 5050 D Common Stock 5050 0 D Restricted Stock Units 2019-08-01 4 D 0 5892 D Common Stock 5892 0 D Performance-based Restricted Stock Units 2019-08-01 4 D 0 14250 D Common Stock 14250 0 D Performance-based Restricted Stock Units 2019-08-01 4 D 0 14250 D Common Stock 14250 0 D Performance-based Restricted Stock Units 2019-08-01 4 D 0 10950 D Common Stock 10950 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 8, 2019, by and among Control4 Corporation (the "Company" or "Control4"), Wirepath Home Systems, LLC ("Parent") and Copper Merger Sub Inc., a direct wholly-owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on May 9, 2019, pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on August 1, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $23.91 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. Pursuant to the Rollover Agreement dated as of May 8, 2019 (the "Rollover Agreement"), among the reporting person and Crackle Holdings, L.P. (the "Partnership"), the reporting person agreed to contribute these shares to the Partnership (the "Rollover") in exchange for Class A non-voting units in the Partnership, immediately prior to the Effective Time. For purposes of the Rollover, the reporting person's shares were valued at $23.91 per share. Pursuant to the Merger Agreement, (i) each outstanding Control4 restricted stock unit award (each, a "Control4 RSU Award") that was fully vested immediately prior to the Effective Time (or would have become fully vested by the terms of such Control4 RSU Award as a result of the transactions contemplated by the Merger Agreement, except for any Executive Bonus PSU Award (as defined below)) (each such Control4 RSU Award, a "Vested Control4 RSU Award") was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Vested Control4 RSU Award received an amount in cash equal to the Merger Consideration in respect of each share subject to such Control4 RSU Award, subject to applicable tax withholding (such amount, the "Control4 RSU Award Consideration"), and (ii) each outstanding Control4 RSU Award that was not a Vested Control4 RSU Award (each such Control4 RSU, an "Unvested Control4 RSU Award") was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Unvested Control4 RSU Award received the Control4 RSU Award Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to the Unvested Control4 RSU Award to which such Control4 RSU Award Consideration related; provided, however, to the extent any Unvested Control4 RSU Award was subject to both time and performance-vesting conditions (including any Executive Bonus PSU Award), the applicable performance-vesting conditions were deemed to be satisfied at target level; provided, further, that subject to the terms described below with respect to 2019 Control4 RSU Awards, (as defined below) no Control4 RSU Award Consideration with respect to any Executive Bonus PSU Award will become payable prior to the first anniversary of the vesting commencement date applicable to such Executive Bonus PSU Award. "Executive Bonus PSU Award" means any Control4 RSU Award that (a) was granted in 2019, (b) is subject to both time- and performance-vesting conditions and (c) would otherwise fully vest in the ordinary course on the first anniversary of the vesting commencement date specified in the applicable award agreement granting such Control4 RSU Award. In addition, the parties have agreed that, unless otherwise provided in an agreement between Parent and the holder thereof, (i) to the extent that the full amount of Control4 Stock Option Consideration or Control4 RSU Award Consideration has not been paid with respect to an Unvested Control4 Stock Option or Unvested Control4 RSU Award, as applicable, in each case, that was granted prior to 2019 (such Unvested Control4 Stock Option or Unvested Control4 RSU Award, a "Pre-2019 Control4 Equity Award") and provided that the holder thereof has remained continuously employed with Parent or any of its affiliates through the date that is six months following the closing date of the Merger (the "Closing Date"), any then-unpaid Control4 Stock Option Consideration or Control4 RSU Award Consideration, as applicable, in respect of such Pre-2019 Control4 Equity Award will be paid to such holder thereof as soon as reasonably practicable following such date, and (ii) with respect to any Unvested Control4 RSU Award that was granted in 2019 (a "2019 Control4 RSU Award"), provided that the holder has remained continuously employed with Parent or any of its affiliates through the date that is six months following the Closing Date and to the extent not previously paid, the portion of any Control4 RSU Award Consideration that is otherwise due to be paid in respect of such 2019 Control4 RSU Award on the first anniversary of the vesting commencement date of such 2019 Control4 RSU Award will become payable to the holder thereof upon the date that is six months following the Closing Date, and will be paid to such holder as soon as reasonably practicable following such date. In the event a holder's employment is terminated by Parent or any of its affiliates without Cause (as defined in Control4's 2003 Equity Plan or Control4's 2013 Stock Option and Incentive Plan (the "2013 Plan" and together with Control4's 2003 Equity Plan, the "Control4 Stock Plans"), as applicable), all then-unpaid Control4 RSU Award Consideration or Control4 Stock Option Consideration in respect of such 2019 Control4 RSU Awards or Pre-2019 Control4 Equity Awards (as applicable) will be paid to such holder as soon as reasonably practicable following such termination. /s/ Jonathan Tanner, Attorney-in-Fact 2019-08-01