0001181431-13-023985.txt : 20130430 0001181431-13-023985.hdr.sgml : 20130430 20130430153833 ACCESSION NUMBER: 0001181431-13-023985 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130430 FILED AS OF DATE: 20130430 DATE AS OF CHANGE: 20130430 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NICHOLS STEVEN B CENTRAL INDEX KEY: 0000903412 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18490 FILM NUMBER: 13797172 MAIL ADDRESS: STREET 1: 20664 BAHAMA STREET CITY: CJATSWORTH STATE: CA ZIP: 91311 4 1 rrd377289.xml X0306 4 2013-04-30 1 0000862480 K SWISS INC KSWS 0000903412 NICHOLS STEVEN B C/O K-SWISS INC 31248 OAK CREST DR WESTLAKE VILLAGE CA 91361 1 1 1 0 President & CEO Class A Common Stock 2013-04-30 4 D 0 91627 4.75 D 0 I See footnote Option to Buy Class A Common Stock 2.87 2013-04-30 4 D 0 50000 1.88 D 2021-11-15 Class A Common Stock, Par Value$.01 50000 0 D Option to Buy Class A Common Stock 3.39 2013-04-30 4 D 0 200000 1.36 D 2022-02-28 Class A Common Stock, Par Value$.01 200000 0 D Option to Buy Class A Common Stock 16.18 2013-04-30 4 D 0 50000 0 D 2014-08-02 Class A Common Stock, Par Value$.01 50000 0 D Option to Buy Class A Common Stock 12.19 2013-04-30 4 D 0 40000 0 D 2018-03-04 Class A Common Stock, Par Value$.01 40000 0 D Option to Buy Class A Common Stock 7.17 2013-04-30 4 D 0 50000 0 D 2019-03-09 Class A Common Stock, Par Value$.01 50000 0 D Option to Buy Class A Common Stock 9.9 2013-04-30 4 D 0 2000 0 D 2020-03-02 Class A Common Stock, Par Value$.01 2000 0 D Option to Buy Class A Common Stock 9.98 2013-04-30 4 D 0 50000 0 D 2021-02-17 Class A Common Stock, Par Value$.01 50000 0 D Class B Common Stock 2013-04-30 4 D 0 7452162 4.75 D Class B Common Stock 7452162 0 I See footnote Pursuant to the Agreement and Plan of Merger, dated as of January 16, 2013, 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"), each share of K-Swiss Inc. common stock converted into the right to receive $4.75 in cash. 90,200 shares are held by the Nichols Family Trust, of which Steven Nichols is a co-trustee, and 1,427 shares are held by a charitable foundation, of which Steven Nichols is a co-trustee. 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. Shares of Class B Common Stock are not registered under Section 12 of the Securities Exchange Act and prior to the Merger were convertible at any time into shares of Class A Common Stock with no expiration date. The shares of Class B Common Stock are held as follows: 3,157,895 shares are held by the Nichols Charitable Remainder Unitrust I, of which Steven Nichols is a co-trustee; 1,052,632 shares are held by the Nichols Charitable Remainder Unitrust II, of which Steven Nichols is a co-trustee, 3,178,403 shares are held by the Nichols Family Trust, of which Steven Nichols is a co-trustee and 63,232 shares are held by the Sharyn Beth Nichols 1995 Trust, of which Steven Nichols is the trustee. Each of the Nichols Charitable Remainder Unitrusts acquired its shares of Class B Common Stock from the Nichols Family Trust on March 13, 2013 in a transaction exempt from Section 16(a) and (b) pursuant to Rule 16a-13 under the Security Exchange Act. /s/ Steven Nichols 2013-04-30