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