0000899243-16-030179.txt : 20160927
0000899243-16-030179.hdr.sgml : 20160927
20160927181314
ACCESSION NUMBER: 0000899243-16-030179
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160923
FILED AS OF DATE: 20160927
DATE AS OF CHANGE: 20160927
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: OUTERWALL INC
CENTRAL INDEX KEY: 0000941604
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200]
IRS NUMBER: 913156448
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1800 114TH AVENUE SE
CITY: BELLEVUE
STATE: WA
ZIP: 98004
BUSINESS PHONE: 4259438000
MAIL ADDRESS:
STREET 1: 1800 114TH AVENUE SE
CITY: BELLEVUE
STATE: WA
ZIP: 98004
FORMER COMPANY:
FORMER CONFORMED NAME: OUTWERWALL INC
DATE OF NAME CHANGE: 20130628
FORMER COMPANY:
FORMER CONFORMED NAME: COINSTAR INC
DATE OF NAME CHANGE: 19970311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gaherity James
CENTRAL INDEX KEY: 0001601519
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22555
FILM NUMBER: 161905401
MAIL ADDRESS:
STREET 1: C/O OUTERWALL INC.
STREET 2: 1800 114TH AVENUE SE
CITY: BELLEVUE
STATE: WA
ZIP: 98004
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-09-23
1
0000941604
OUTERWALL INC
OUTR
0001601519
Gaherity James
C/O OUTERWALL INC., 1800 114TH AVE. SE
BELLEVUE
WA
98004
0
1
0
0
President, Coinstar
Common Stock
2016-09-23
4
U
0
5187
52.00
D
13306
D
Common Stock
2016-09-27
4
A
0
10386
0.00
A
23692
D
Common Stock
2016-09-27
4
U
0
23692
52.00
D
0
D
Stock Option (right to buy)
56.87
2016-09-27
4
U
0
1884
0.00
D
2022-02-16
Common Stock
1884
0
D
Stock Option (right to buy)
53.53
2016-09-27
4
U
0
2401
0.00
D
2023-02-15
Common Stock
2401
0
D
Pursuant to the terms of the Agreement and Plan of Merger, dated July 24, 2016, by and among Outerwall Inc. ("Issuer"), Aspen Parent, Inc., Aspen Merger Sub, Inc., Redwood Merger Sub, Inc. and Redbox Automated Retail, LLC (the "Merger Agreement"), on August 5, 2016, Aspen Merger Sub, Inc. made an offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $52.00 per share, in cash, without interest (the "Merger Consideration"). The shares shown on this line were tendered in the Offer.
Pursuant the Merger Agreement, each outstanding share of common stock of Issuer at the Effective Time (as defined in the Merger Agreement) was converted into the right to receive the Merger Consideration.
These shares were granted pursuant to performance-based restricted stock awards deemed earned at target pursuant to the terms of the Merger Agreement.
Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was, as of the Effective Time, canceled and converted into the right to receive a payment equal to the product of (i) the number of shares of common stock subject to such option immediately before the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such option.
This option is fully vested and exercisable.
/s/ Donald R. Rench, Attorney-in-Fact
2016-09-27