0001535031-16-000147.txt : 20160803 0001535031-16-000147.hdr.sgml : 20160803 20160803185917 ACCESSION NUMBER: 0001535031-16-000147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160801 FILED AS OF DATE: 20160803 DATE AS OF CHANGE: 20160803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tumi Holdings, Inc. CENTRAL INDEX KEY: 0001535031 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 043799139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 DURHAM AVE. CITY: SOUTH PLAINFIELD STATE: NJ ZIP: 07080 BUSINESS PHONE: 908-756-4400 MAIL ADDRESS: STREET 1: 1001 DURHAM AVE. CITY: SOUTH PLAINFIELD STATE: NJ ZIP: 07080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Griffith Jerome CENTRAL INDEX KEY: 0001547440 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35495 FILM NUMBER: 161805217 MAIL ADDRESS: STREET 1: C/O TUMI, INC. STREET 2: 1001 DURHAM AVENUE CITY: SOUTH PLAINFIELD STATE: NJ ZIP: 07080 4 1 wf-form4_147026514461601.xml FORM 4 X0306 4 2016-08-01 0 0001535031 Tumi Holdings, Inc. TUMI 0001547440 Griffith Jerome C/O TUMI HOLDINGS, INC. 1001 DURHAM AVENUE SOUTH PLAINFIELD NJ 07080 1 1 0 0 CEO and President Common Stock, $0.01 par value per share 2016-08-01 4 D 0 1342349 26.75 D 0 D Common Stock, par value $0.01 per share 2016-08-01 4 D 0 370000 26.75 D 0 I See footnote Stock Option (Right to Buy) 23.25 2016-08-01 4 D 0 87106 D 2025-03-03 Common Stock, $0.01 par value per share 87106.0 0 D Stock Option (Right to Buy) 20.45 2016-08-01 4 D 0 55006 D 2023-01-04 Common Stock, par value $0.01 per share 55006.0 0 D Stock Option (Right to Buy) 22.95 2016-08-01 4 D 0 58168 D 2024-03-04 Common Stock, par value $0.01 per share 58168.0 0 D Restricted Stock Units 2016-08-01 4 D 0 12688 D Common Stock, $0.01 par value per share 12688.0 0 D Restricted Stock Units 2016-08-01 4 D 0 44810 D Common Stock, $0.01 par value per share 44810.0 0 D Disposed of pursuant to and upon the effectiveness of the merger of PTL Acquisition Inc. ("Merger Sub"), a wholly owned subsidiary of Samsonite International S.A. ("Samsonite"), with and into the Issuer on August 1, 2016 pursuant to a merger agreement dated March 3, 2016 by and among Samsonite, Merger Sub and the Issuer. Shares held by Griffith Investment Management Company, LLC (the "LLC"), of which Mr. Griffith is a Manager. The membership units in the LLC are held by four trusts, for which Mr. Griffith disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. The stock option vests in three equal installments on each of the first three anniversaries of March 3, 2015, subject to the terms and conditions of the Tumi Holdings, Inc. 2012 Long-Term Incentive Plan (the"Plan"). Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $304,871 (representing a price per share equal to the difference between the merger consideration,$26.75 per share, and the exercise price of the option). The stock options vest in five equal installments on each of the first five anniversaries of January 4, 2013, subject to the terms and conditions of the Plan. Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $346,537.80 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option). The stock option vests in three equal installments on each of the first three anniversaries of March 4, 2014, subject to the terms and conditions of the Plan. Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $221,038.40 (representing a price per share equal to the difference between the merger consideration,$26.75 per share, and the exercise price of the option). Each restricted stock unit represented a contingent right to receive one share of Issuer common stock. The restricted stock units vest in two equal installments on each of March 3, 2017 and March 2, 2018, subject to the terms and conditions of the Plan. Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $339,404 (representing a price of $26.75 per restricted stock unit). The restricted stock units vest in three equal installments on each of March 1, 2017, March 1, 2018 and March 1, 2019, subject to the terms and conditions of the Plan. Upon effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $1,198,667.50 (representing a price of $26.75 per restricted stock unit). /s/ Michael J. Mardy, as attorney-in-fact 2016-08-03