Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | GEAR | Common Stock | Award | +82.4K | 82.4K | Nov 27, 2024 | Direct | F1, F2, F3 | |||
transaction | GEAR | Common Stock | Award | +35.5K | 35.5K | Nov 27, 2024 | The Gary and Dana McArthur Dynasty Trust | F1, F4 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | GEAR | Deferred Stock Units | Award | +26.4K | 26.4K | Nov 27, 2024 | Common Stock | 26.4K | Direct | F5 |
Id | Content |
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F1 | 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, Vista Outdoor Inc. ("Vista Outdoor"), CSG Elevate II Inc., CSG Elevate III Inc., and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s., each share of Vista Outdoor's common stock ("Vista Outdoor Common Stock") (other than (a) any such shares of Vista Outdoor Common Stock held by Vista Outdoor, 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 the Issuer ("Common Stock") and (ii) $25.75 in cash. |
F2 | Includes restricted stock units subject to certain vesting periods and other restrictions granted under Vista Outdoor's 2020 Stock Incentive Plan. |
F3 | Pursuant to the Merger Agreement and that certain Employee Matters Agreement, dated as of October 15, 2023 (the "EMA"), by and between Vista Outdoor and the Issuer, effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each Vista Outdoor restricted stock unit ("RSU") was canceled and replaced with a restricted stock unit award of the Issuer, the number of shares of which is equal to the number of shares of Vista Outdoor Common Stock subject to the RSU multiplied by a fraction, the numerator of which is the closing price per share of Vista Outdoor 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 Common Stock on the Closing Date (the "Revelyst Conversion Ratio"). |
F4 | The shares are held in the trust for the benefit of the Reporting Person and his spouse. The Reporting Person is the sole trustee of this trust. |
F5 | Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each Vista Outdoor deferred stock unit ("DSU"), whether vested or unvested, was canceled and replaced with a deferred stock unit award of the Issuer, the number of shares of which is equal to the number of shares of Vista Outdoor Common Stock subject to the DSU multiplied by the Revelyst Conversion Ratio. |