0001437749-24-018166.txt : 20240523 0001437749-24-018166.hdr.sgml : 20240523 20240523163134 ACCESSION NUMBER: 0001437749-24-018166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240523 FILED AS OF DATE: 20240523 DATE AS OF CHANGE: 20240523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARRETT DOUGLAS A CENTRAL INDEX KEY: 0001234640 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00367 FILM NUMBER: 24978818 MAIL ADDRESS: STREET 1: 121 CRESCENT STREET CITY: ATHOL STATE: MA ZIP: 01331 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STARRETT L S CO CENTRAL INDEX KEY: 0000093676 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 041866480 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 121 CRESCENT ST CITY: ATHOL STATE: MA ZIP: 01331 BUSINESS PHONE: 978-249-3551 MAIL ADDRESS: STREET 1: 121 CRESCENT STREET CITY: ATHOL STATE: MA ZIP: 01331 4 1 rdgdoc.xml FORM 4 X0508 4 2024-05-23 1 0000093676 STARRETT L S CO SCX 0001234640 STARRETT DOUGLAS A C/O THE L.S. STARRETT COMPANY 121 CRESCENT STREET ATHOL MA 01331 1 1 1 President & CEO 0 Class A Common Stock 2024-05-23 4 D 0 161117 D 0 D Class B Common Stock 2024-05-23 4 D 0 61299 D 0 D Time-Based Restricted Stock Units (Class A Common Stock) 0 2024-05-23 4 D 0 23453 D Class A Common Stock 23453 0 D Performance-Based RSU (Class A Common Stock) 0 2024-05-23 4 D 0 10924 D Class A Common Stock 10924 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated March 8, 2024, by and among the Issuer, Uhu Inc., a Delaware corporation ("Parent") and an affiliate of MiddleGround Capital, and Unicornfish Corp., a Massachusetts corporation ("Merger Sub") and wholly owned subsidiary of Parent, pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Class A common stock, $1.00 per share par value, of the Issuer (the "Class A Common Share") and Class B common stock, $1.00 per share par value (the "Class B Common Share" and, together with Class A Common Share, the "Shares"), that was issued and outstanding prior to the Effective Time, was converted into the right to receive an amount in cash equal to $16.19, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each award of restricted stock units with respect to Shares granted under the Issuer's 2012 Long-Term Incentive Plan or the Issuer's 2021 Long-Term Incentive Plan that was subject to vesting conditions based solely on continued employment or service (each, a "Company RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled, and the Reporting Person was entitled to receive an amount in cash, without interest (less applicable tax withholdings), equal to (i) the number of Shares subject to such Company RSU immediately prior to the Effective Time, with any remaining service-based vesting requirements deemed fully satisfied, multiplied by (ii) the Merger Consideration. Pursuant to the Merger Agreement, at the Effective Time, each award of restricted stock units with respect to Shares granted under a Company Equity Plan that was subject to performance-based vesting conditions (each, a "Company PSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled, and the Reporting Person was entitled to receive an amount in cash, without interest (less applicable tax withholdings), equal to (i) the number of Shares subject to such Company PSU immediately prior to the Effective Time assuming full satisfaction of the performance-based vesting conditions at maximum levels and with any remaining service-based vesting requirements deemed fully satisfied, multiplied by (ii) the Merger Consideration. /s/ Jeffrey W. Ammons, Corporate Controller 2024-05-23