0001209191-17-046710.txt : 20170731 0001209191-17-046710.hdr.sgml : 20170731 20170731170345 ACCESSION NUMBER: 0001209191-17-046710 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170731 FILED AS OF DATE: 20170731 DATE AS OF CHANGE: 20170731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marano Thomas F. CENTRAL INDEX KEY: 0001625795 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36286 FILM NUMBER: 17993670 MAIL ADDRESS: STREET 1: C/O INTRAWEST RESORTS HOLDINGS, INC. STREET 2: 1621 18TH STREET, SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Intrawest Resorts Holdings, Inc. CENTRAL INDEX KEY: 0001587755 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 463681098 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1621 18TH STREET, SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303 749 8200 MAIL ADDRESS: STREET 1: 1621 18TH STREET, SUITE 300 CITY: DENVER STATE: CO ZIP: 80202 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-31 1 0001587755 Intrawest Resorts Holdings, Inc. SNOW 0001625795 Marano Thomas F. C/O INTRAWEST RESORTS HOLDINGS, INC. 1621 18TH STREET SUITE 300 DENVER CO 80202 1 1 0 0 CEO & President Common Stock 2017-07-31 4 D 0 10000 23.75 D 0 D Stock Option 10.49 2017-07-31 4 D 0 880141 D 2024-11-20 Common Stock 880141 0 D Stock Option 11.25 2017-07-31 4 D 0 880141 D 2024-11-20 Common Stock 880141 0 D Stock Option 12.01 2017-07-31 4 D 0 880141 D 2024-11-20 Common Stock 880141 0 D On April 7, 2017, Intrawest Resorts Holdings, Inc. ("IRHI") entered into an Agreement and Plan of Merger with Hawk Holding Company, LLC, Hawk Holding Company, Inc., and Hawk Merger Sub, Inc., pursuant to which Hawk Merger Sub, Inc. would be merged with and into IRHI, with IRHI continuing as the Surviving Company (the "Merger"). Pursuant to the Merger Agreement, upon closing of the Merger on July 31, 2017, each share of IRHI common stock ("Common Stock") issued and outstanding was converted into the right to receive $23.75 in cash and each outstanding option to purchase a share of Common Stock (a "Stock Option") was terminated and canceled in exchange for the right to receive a single lump sum cash payment equal to (i) the product of (A) the number of shares of Common Stock subject to the Stock Option, whether or not then vested, and (B) the excess of $23.75 over the exercise price applicable to such Stock Option. Pursuant to the Stock Option Award Agreement dated November 20, 2014 between IRHI and the reporting person, the first tranche of the Stock Option vested and became exercisable on November 20, 2016, and the second tranche of the Stock Option would become vested and exercisable on November 20, 2017, subject to the reporting person's continued employment with IRHI. Pursuant to the Merger Agreement, upon closing of the Merger on July 31, 2017, the Stock Option vested in full. /s/ Thomas F. Marano 2017-07-31