0001179110-16-022167.txt : 20160324 0001179110-16-022167.hdr.sgml : 20160324 20160324165444 ACCESSION NUMBER: 0001179110-16-022167 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160322 FILED AS OF DATE: 20160324 DATE AS OF CHANGE: 20160324 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RealD Inc. CENTRAL INDEX KEY: 0001327471 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770620426 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 100 NORTH CRESCENT DRIVE STREET 2: SUITE 200 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 385-4000 MAIL ADDRESS: STREET 1: 100 NORTH CRESCENT DRIVE STREET 2: SUITE 200 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: Real D DATE OF NAME CHANGE: 20050518 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Skarupa Andrew A. CENTRAL INDEX KEY: 0001492007 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34818 FILM NUMBER: 161527750 MAIL ADDRESS: STREET 1: 100 N. CRESCENT DRIVE, SUITE 120 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 4 1 edgar.xml FORM 4 - X0306 4 2016-03-22 1 0001327471 RealD Inc. RLD 0001492007 Skarupa Andrew A. 100 NORTH CRESCENT DRIVE, SUITE 200 BEVERLY HILLS CA 90210 0 1 0 0 Chief Financial Officer Common Stock 2016-03-22 4 D 0 120152 11.00 D 0 D Performance Stock Units 2016-03-22 4 D 0 45500 D Common Stock 45500 0 D Performance Stock Units 2016-03-22 4 D 0 37500 D Common Stock 37500 0 D Stock Option (Right to Buy) 16.00 2016-03-22 4 D 0 85704 D 2020-07-15 Common Stock 85704 0 D Stock Option (Right to Buy) 16.00 2016-03-22 4 D 0 21000 D 2020-07-15 Common Stock 21000 0 D Stock Option (Right to Buy) 22.92 2016-03-22 4 D 0 76919 D 2021-07-01 Common Stock 76919 0 D Stock Option (Right to Buy) 11.34 2016-03-22 4 D 0 105000 D 2022-05-08 Common Stock 105000 0 D On November 8, 2015 RealD Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rhombus Cinema Holdings, LLC, a Delaware limited liability company ("Purchaser") and Rhombus Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Purchaser ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Purchaser as a result of the Merger that became effective on March 22, 2016. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), was cancelled and converted automatically into the right to receive a cash payment equal to $11.00 in cash, without interest less any applicable tax withholding. Represents previously unearned performance stock units. Pursuant to the Merger Agreement, as of the Effective Time, each performance stock unit, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock issuable upon conversion of such performance stock unit paid out at 100% of target multiplied by (ii) $11.00, less any applicable tax withholding. Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were cancelled. Vivian Yang, Attorney-in-Fact for Andrew A. Skarupa 2016-03-23