Finley Terrance G - Jul 25, 2024 Form 4 Insider Report for HIBBETT INC (HIBB)

Role: Director
Signature: /s/ Terrance G Finley
Stock symbol: HIBB
Transactions as of: Jul 25, 2024
Transactions value $: -$3,827,775
Form type: 4
Date filed: 7/25/2024, 03:35 PM
Previous filing: Mar 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HIBB	Common Stock	Disposed to Issuer	-$282K	-3.23K	-100%	$87.50	0	Jul 25, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HIBB	Stock Options (Right to Buy)	Disposed to Issuer	-$384K	-4.38K	-100%	$87.50	Jul 25, 2024	Common Stock	4.38K	$76.04	Direct	F2
transaction	HIBB	Stock Options (Right to Buy)	Disposed to Issuer	-$631K	-7.21K	-100%	$87.50	Jul 25, 2024	Common Stock	7.21K	$46.22	Direct	F2
transaction	HIBB	Stock Options (Right to Buy)	Disposed to Issuer	-$358K	-4.09K	-100%	$87.50	Jul 25, 2024	Common Stock	4.09K	$58.38	Direct	F2
transaction	HIBB	Stock Options (Right to Buy)	Disposed to Issuer	-$525K	-6K	-100%	$87.50	Jul 25, 2024	Common Stock	6K	$50.48	Direct	F2
transaction	HIBB	Stock Options (Right to Buy)	Disposed to Issuer	-$756K	-8.64K	-100%	$87.50	Jul 25, 2024	Common Stock	8.64K	$35.07	Direct	F2
transaction	HIBB	Stock Options (Right to Buy)	Disposed to Issuer	-$891K	-10.2K	-100%	$87.50	Jul 25, 2024	Common Stock	10.2K	$29.75	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Finley Terrance G is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest.
F2	In accordance with the terms of the Merger Agreement, each option to purchase shares of Company Common Stock that is outstanding as of immediately prior to the effective time of the merger, whether vested or unvested, was cancelled by virtue of the merger without any action on the part of the holder thereof and entitled the holder to receive with respect thereto an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the merger, and (2) the excess, if any, of per share merger consideration of $87.50 over the exercise price per share of Company Common Stock subject to such option as of immediately prior to the effective time of the merger.

Content

Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest.

In accordance with the terms of the Merger Agreement, each option to purchase shares of Company Common Stock that is outstanding as of immediately prior to the effective time of the merger, whether vested or unvested, was cancelled by virtue of the merger without any action on the part of the holder thereof and entitled the holder to receive with respect thereto an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the merger, and (2) the excess, if any, of per share merger consideration of $87.50 over the exercise price per share of Company Common Stock subject to such option as of immediately prior to the effective time of the merger.