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