0001214659-18-003518.txt : 20180509
0001214659-18-003518.hdr.sgml : 20180509
20180509175005
ACCESSION NUMBER: 0001214659-18-003518
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180507
FILED AS OF DATE: 20180509
DATE AS OF CHANGE: 20180509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Reichbach Roy
CENTRAL INDEX KEY: 0001465566
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53620
FILM NUMBER: 18819752
MAIL ADDRESS:
STREET 1: NEULION, INC.
STREET 2: 1600 OLD COUNTRY ROAD
CITY: PLAINVIEW
STATE: NY
ZIP: 11803
FORMER NAME:
FORMER CONFORMED NAME: REICHBACH ROY E
DATE OF NAME CHANGE: 20090604
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NEULION, INC.
CENTRAL INDEX KEY: 0001387713
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1600 OLD COUNTRY ROAD
CITY: PLAINVIEW
STATE: NY
ZIP: 11803
BUSINESS PHONE: 516-622-8300
MAIL ADDRESS:
STREET 1: 1600 OLD COUNTRY ROAD
CITY: PLAINVIEW
STATE: NY
ZIP: 11803
FORMER COMPANY:
FORMER CONFORMED NAME: JUMPTV INC
DATE OF NAME CHANGE: 20070124
4
1
marketforms-41919.xml
PRIMARY DOCUMENT
X0306
4
2018-05-07
true
0001387713
NEULION, INC.
NLN
0001465566
Reichbach Roy
NEULION, INC.
1600 OLD COUNTRY ROAD
PLAINVIEW
NY
11803
true
true
false
false
President and CEO
Common Stock
2018-05-07
4
D
false
1006518
0.84
D
0
D
Common Stock
2018-05-07
4
D
false
5000000
0.84
D
0
I
By Charles B. Wang Multigenerational 2012 Trust
Employee Stock Options (right to buy)
0.18
2018-05-07
4
D
false
150000
D
Common Stock
150000
0
D
Employee Stock Options (right to buy)
0.44
2018-05-07
4
D
false
750000
D
Common Stock
750000
0
D
Restricted Stock Units
2018-05-07
4
D
false
150000
D
Common Stock
150000
0
D
Restricted Stock Units
2018-05-07
4
D
false
300000
D
Common Stock
300000
0
D
Restricted Stock Units
2018-05-07
4
D
false
248656
D
Common Stock
248656
0
D
Pursuant to the Agreement and Plan of Merger, dated as of March 26, 2018 (the "Merger Agreement"), by and among the Company, WME Entertainment Parent, LLC, a Delaware limited liability company ("Parent"), and Lion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on May 7, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $0.84 per share in cash without interest and less any applicable tax withholdings.
Pursuant to the Merger Agreement, each stock option outstanding immediately prior to the consummation of the Merger, whether then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $0.84 minus (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $0.84 was $0.
Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger, whether then vested or unvested, was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $0.84 in cash.
Mr. Reichbach is the trustee of the Charles B. Wang Multigenerational 2012 Trust and in such capacity has voting and dispositive control with respect to such shares. Mr. Reichbach disclaims beneficial ownership of the shares held by the 2012 Trust.
/s/ Stacey Sabo, attorney-in-fact
2018-05-09