0001140361-16-061225.txt : 20160415 0001140361-16-061225.hdr.sgml : 20160415 20160415115826 ACCESSION NUMBER: 0001140361-16-061225 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160413 FILED AS OF DATE: 20160415 DATE AS OF CHANGE: 20160415 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 351828377 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1800 NORTH MILTARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561 447 2520 MAIL ADDRESS: STREET 1: 2381 EXECUTIVE CENTER DRIVE CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LILLIE JAMES E CENTRAL INDEX KEY: 0001164470 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 161573663 MAIL ADDRESS: STREET 1: C/O MOORE CORPORATION LIMITED STREET 2: ONE CANTERBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 4 1 doc1.xml FORM 4 X0306 4 2016-04-13 1 0000895655 JARDEN CORP JAH 0001164470 LILLIE JAMES E 1800 MILITARY TRAIL BOCA RATON FL 33431 1 1 0 0 Chief Executive Officer COMMON STOCK 2016-04-13 4 A 0 168750 0.00 A 1861570 D COMMON STOCK 2016-04-13 4 A 0 165690 0.00 A 2027260 D COMMON STOCK 2016-04-15 4 D 0 1849628 D 177632 D COMMON STOCK 2016-04-15 4 D 0 177632 D 0 D Granted pursuant to and in accordance with the Separation Agreement made as of December 13, 2015 between the Issuer and the reporting person, which shares vested in accordance with the Issuer's 2013 Stock Incentive Plan. Disposed of pursuant to the Agreement and Plan of Merger dated as of December 13, 2015 (the "Merger Agreement") among the Issuer, Newell Rubbermaid Inc. (n/k/a Newell Brands Inc. and referred to herein as "Newell"), NCPF Acquisition Corp. I ("Newell Merger Sub") and NCPF Acquisition Corp. II ("Successor Merger Sub") pursuant to which Newell Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation and as a wholly-owned subsidiary of Newell, and immediately following the effectiveness of the First Merger, the Issuer merged with and into Successor Merger Sub, with Successor Merger Sub continuing as the surviving corporation and as a direct wholly-owned subsidiary of Newell. Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of Issuer common stock was converted into the right to receive a per share amount (the "Merger Consideration") equal to (i) $21.00 in cash, without interest, and (ii) 0.862 of a share of Newell common stock. The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. Includes 900,000 restricted shares of the Issuer's common stock which, pursuant to the Merger Agreement, at the effective time of the First Merger, automatically vested and thereafter were cancelled and converted into the right to receive the per share Merger Consideration (less any required withholding taxes) for each share of Issuer common stock underlying such restricted stock award. Represents restricted shares of the Issuer's common stock (the "Rollover Shares") which, pursuant to the restricted stock award agreement and the Merger Agreement, at the effective time of the First Merger, were automatically cancelled in exchange for a restricted stock award covering a number of shares of Newell, rounded up to the nearest whole share, with an aggregate fair market value as of December 31, 2015 equal to the aggregate fair market value of the Rollover Shares which Rollover Shares shall vest on the last day of any five consecutive trading day period during which the average closing price of the Newell shares on the primary securities exchange on which such shares may then be traded equals or exceeds a price per share that is 5% or more higher than the closing price of shares of Newell on December 31, 2015. /s/ James E. Lillie 2016-04-15