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