0001179110-16-022171.txt : 20160324
0001179110-16-022171.hdr.sgml : 20160324
20160324165526
ACCESSION NUMBER: 0001179110-16-022171
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: Yang Vivian
CENTRAL INDEX KEY: 0001615037
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34818
FILM NUMBER: 161527760
MAIL ADDRESS:
STREET 1: 100 NORTH CRESCENT DRIVE, SUITE 200
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
4
1
edgar.xml
FORM 4 -
X0306
4
2016-03-22
1
0001327471
RealD Inc.
RLD
0001615037
Yang Vivian
100 N. CRESCENT DR., SUITE 200
BEVERLY HILLS
CA
90210
0
1
0
0
EVP & General Counsel
Common Stock
2016-03-22
4
D
0
66284
11.00
D
0
D
Performance Stock Units
2016-03-22
4
D
0
31250
D
Common Stock
31250
0
D
Stock Option (Right to Buy)
11.42
2016-03-22
4
D
0
15000
D
2024-06-03
Common Stock
15000
0
D
Stock Option (Right to Buy)
10.09
2016-03-22
4
D
0
110155
D
2024-09-16
Common Stock
110155
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.
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.
Pursuant to the Merger Agreement, as of the Effective Time, each option, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock subject to the option multiplied by (ii) the excess, if any, of $11.00 over the exercise price of the option, less any applicable tax withholding.
Vivian Yang
2016-03-23