Michael Callahan - Nov 27, 2024 Form 4 Insider Report for Vista Outdoor Inc. (VSTO)

Role
Director, Chairman
Signature
/s/ Jeffrey Ehrich, attorney-in-fact
Stock symbol
VSTO
Transactions as of
Nov 27, 2024
Transactions value $
$0
Form type
4
Date filed
11/27/2024, 03:21 PM
Previous filing
Aug 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VSTO Common Stock Disposed to Issuer -63.8K -100% 0 Nov 27, 2024 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Callahan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes restricted stock units subject to certain vesting periods and other restrictions under the Issuer's 2020 Stock Incentive Plan.
F2 On November 27, 2024 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of October 15, 2023 (as amended, the "Merger Agreement"), among the Issuer, Revelyst, Inc. ("Revelyst"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of the Issuer's common stock ("Common Stock") (other than (a) any such shares of Common Stock held by the Issuer, its subsidiaries or CSG Elevate II Inc. and (b) any Appraisal Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) one fully paid and non-assessable share of common stock, par value $0.01 per share, of Revelyst ("Revelyst Common Stock") and (ii) $25.75 in cash.
F3 Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023, by and between the Issuer and Revelyst, effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each restricted stock unit ("RSU") was canceled and replaced with a restricted stock unit award of Revelyst, the number of shares of which is equal to the number of shares of Common Stock subject to the RSU multiplied by a fraction, the numerator of which is the closing price per share of the Common Stock trading "regular way with due bills" during the last full trading session immediately prior to the Closing Date and the denominator of which is the opening price per share of Revelyst Common Stock on the Closing Date.