0001246360-17-001382.txt : 20170315
0001246360-17-001382.hdr.sgml : 20170315
20170315060032
ACCESSION NUMBER: 0001246360-17-001382
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170310
FILED AS OF DATE: 20170315
DATE AS OF CHANGE: 20170315
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HARMAN INTERNATIONAL INDUSTRIES INC /DE/
CENTRAL INDEX KEY: 0000800459
STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651]
IRS NUMBER: 112534306
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 400 ATLANTIC STREET
STREET 2: SUITE 1500
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 2033283500
MAIL ADDRESS:
STREET 1: 400 ATLANTIC STREET
STREET 2: SUITE 1500
CITY: STAMFORD
STATE: CT
ZIP: 06901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Peter Jennifer
CENTRAL INDEX KEY: 0001450058
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09764
FILM NUMBER: 17689745
MAIL ADDRESS:
STREET 1: 400 ATLANTIC STREET
STREET 2: SUITE 1500
CITY: STAMFORD
STATE: CT
ZIP: 06901
4
1
form.xml
PRIMARY DOCUMENT
X0306
4
2017-03-10
true
0000800459
HARMAN INTERNATIONAL INDUSTRIES INC /DE/
HAR
0001450058
Peter Jennifer
C/O HARMAN INTERNATIONAL INDUSTRIES, INC
400 ATLANTIC STREET, SUITE 1500
STAMFORD
CT
06901
false
true
false
false
VP and CAO
Common Stock
2017-03-10
4
M
false
1080
47.47
A
2007
D
Common Stock
2017-03-10
4
M
false
342
0
A
2349
D
Common Stock
2017-03-10
4
M
false
290
0
A
2639
D
Common Stock
2017-03-10
4
M
false
1751
66.1
A
4390
D
Common Stock
2017-03-10
4
M
false
590
0
A
4980
D
Common Stock
2017-03-10
4
A
false
541
0
A
5521
D
Common Stock
2017-03-10
4
A
false
785
0
A
6306
D
Common Stock
2017-03-10
4
A
false
820
0
A
7126
D
Common Stock
2017-03-10
4
F
false
1626
112
D
5500
D
Common Stock
2017-03-10
4
D
false
4572
112
D
928
D
Common Stock
2017-03-10
4
D
false
928
112
D
0
D
Stock Option (right to buy)
47.47
2017-03-10
4
M
false
1080
0
D
Common Stock
1080
0
D
Restricted Share Unit
2017-03-10
4
M
false
342
0
D
Common Stock
342
0
D
Restricted Share Unit
2017-03-10
4
M
false
290
0
D
Common Stock
290
0
D
Stock Option (right to buy)
120.83
2017-03-10
4
M
false
1500
0
D
Common Stock
1500
0
D
Stock Option (right to buy)
66.1
2017-03-10
4
M
false
1751
0
D
Common Stock
1751
0
D
Restricted Share Unit
2017-03-10
4
M
false
590
0
D
Common Stock
590
0
D
On November 14, 2016, Harman International Industries, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. ("Samsung USA"), Silk Delaware, Inc., a wholly owned subsidiary of Samsung USA ("Merger Sub"). Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stocks, shares of restricted stock units ("RSUs") and stock options were converted into the right to receive $112 in cash, without interest, (the "Merger Consideration").
With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount and a pro rata portion of the remaining 40%, calculated based on number of days lapsed between date of grant and March 10, 2017, were vested and converted to cash, and the remaining PRSUs were forfeited.
Upon the Closing, all unvested RSUs held by the Reporting Person were cancelled and converted into the right to receive an amount of cash equal to the number of shares at the Merger Consideration of $112 per share.
Upon the Closing, all vested Stock Options held by the Reporting Person were cancelled and converted into the right to receive an amount per share of common stock equal to $112 less the exercise price for such option.
Any option or stock appreciation right that has an exercise price that equals or exceeds the merger consideration will be cancelled without consideration.
Represents the aggregate number of shares of common stock of the issuer withheld to cover taxes due upon vesting of the restricted share units reported in Column 4.
Marisa Iasenza, as attorney-in-fact, for Jennifer Peter
2017-03-14