0001437749-24-018173.txt : 20240523
0001437749-24-018173.hdr.sgml : 20240523
20240523163513
ACCESSION NUMBER: 0001437749-24-018173
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: Arntsen Christian
CENTRAL INDEX KEY: 0001792354
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00367
FILM NUMBER: 24978909
MAIL ADDRESS:
STREET 1: C/O THE L.S. STARRETT COMPANY
STREET 2: 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
0001792354
Arntsen Christian
C/O THE L.S. STARRETT COMPANY
121 CRESCENT STREET
ATHOL
MA
01331
1
VP International
0
Class A Common Stock
2024-05-23
4
D
0
22905
D
0
D
Time-Based Restricted Stock Units (Class A Common Stock)
0
2024-05-23
4
D
0
9826
D
Class A Common Stock
9826
0
D
Performance-Based RSU (Class A Common Stock)
0
2024-05-23
4
D
0
4616
D
Class A Common Stock
4616
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