0001181431-13-023983.txt : 20130430 0001181431-13-023983.hdr.sgml : 20130430 20130430153731 ACCESSION NUMBER: 0001181431-13-023983 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130430 FILED AS OF DATE: 20130430 DATE AS OF CHANGE: 20130430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nichols David J CENTRAL INDEX KEY: 0001318774 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18490 FILM NUMBER: 13797164 MAIL ADDRESS: STREET 1: C/O K-SWISS INC STREET 2: 31248 OAK CREST DR. CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: K SWISS INC CENTRAL INDEX KEY: 0000862480 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 954265988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 31248 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8187065100 MAIL ADDRESS: STREET 1: 31248 OAK CREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 4 1 rrd377281.xml X0306 4 2013-04-30 1 0000862480 K SWISS INC KSWS 0001318774 Nichols David J C/O K-SWISS INC 31248 OAK CREST DR. WESTLAKE VILLAGE CA 91361 0 1 0 0 Executive Vice President Option to Buy Class A Common Stock 2.87 2013-04-30 4 D 0 100000 1.88 D 2021-11-15 Class A Common Stock, Par Value$.01 100000 0 D Option to Buy Class A Common Stock 3.39 2013-04-30 4 D 0 150000 1.36 D 2022-02-28 Class A Common Stock, Par Value$.01 150000 0 D Option to Buy Class A Common Stock 12.19 2013-04-30 4 D 0 30000 0 D 2018-03-04 Class A Common Stock, Par Value$.01 30000 0 D Option to Buy Class A Common Stock 7.17 2013-04-30 4 D 0 250000 0 D 2019-03-09 Class A Common Stock, Par Value$.01 250000 0 D Option to Buy Class A Common Stock 9.9 2013-04-30 4 D 0 2000 0 D 2020-03-02 Class A Common Stock, Par Value$.01 2000 0 D Class B Common Stock 2013-04-30 4 D 0 63240 4.75 D Class B Common Stock 63240 0 I See footnote Option to Buy Class A Common Stock 15.615 2013-04-30 4 D 0 40000 0 D 2013-07-25 Class A Common Stock, Par Value$.01 40000 0 D Pursuant to the Agreement and Plan of Merger, dated as of January 16, 2013, (the "Merger Agreement"), by and among E-Land World Limited, Ian Acquisition Sub, Inc. and K-Swiss Inc. at the effective time of the merger of Ian Acquisition Sub, Inc. with and into K-Swiss Inc. (the "Merger"), this option, which provided for vesting in equal increments over a three-year period, was cancelled in the Merger in exchange for a cash payment equal to the product of (i) the excess of $4.75 over the exercise price per share of the option and (ii) the total number of shares underlying the option. This option, which was fully vested, was cancelled in the Merger without any cash payment made in respect thereof as the exercise price per share exceeded the $4.75 per share merger consideration. This option, which provided for vesting in equal increments over a three-year period, was cancelled in the merger without any cash payment in respect thereof as the exercise price per share exceeded the $4.75 per share merger consideration. These shares are held by the Sharyn Beth Nichols 1988 Trust, of which David Nichols is the trustee, for the benefit of a related individual. Mr. Nichols disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Shares of Class B Common Stock are not registered under Section 12 of the Securities Exchange Act. Prior to the Merger, these shares were convertible at any time into shares of Class A Common Stock with no expiration date. Pursuant to the Merger Agreement, at the effective time of Merger, each share of K-Swiss Inc. common stock converted into the right to receive $4.75 in cash. /s/ David Nichols 2013-04-30