Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | GEAR | Common Stock | Award | +173K | 173K | Nov 27, 2024 | Direct | F1, F2, F3, F4 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | GEAR | Employee Stock Option (right to buy) | Award | +6.68K | 6.68K | Nov 27, 2024 | Common Stock | 6.68K | 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") and Vista Outdoor performance stock unit ("PSU") that did not vest in connection with the transactions contemplated by the Merger Agreement and the EMA 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 or PSU (in the case of PSUs, based on achievement of performance criteria at levels set forth in the EMA) multiplied by the Revelyst Conversion Ratio. |
F4 | Due to a 1000 character limit, Footnote 4 is a continuation of Footnote 3: As used herein, "Revelyst Conversion Ratio" means 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. |
F5 | Pursuant to the Merger Agreement and the EMA, effective as of immediately prior to the Effective Time, each Vista Outdoor stock option, whether vested or unvested, was canceled and replaced with an option to purchase shares of the Issuer's common stock, with the number of shares subject to each such option equal to (a) the number of shares of Vista Outdoor Common Stock issuable upon the exercise of the applicable option multiplied by (b) the Revelyst Conversion Ratio, and a per-share exercise price equal to (i) the per-share exercise price of the corresponding Vista Outdoor option divided by (ii) the Revelyst Conversion Ratio. |