Statement of Changes in Beneficial Ownership (4)
August 31 2016 - 3:40PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Hirshorn James B
|
2. Issuer Name
and
Ticker or Trading Symbol
NORTEK INC
[
NTK
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
ARES MANAGEMENT LLC, 2000 AVENUE OF THE STARS
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/31/2016
|
(Street)
LOS ANGELES, CA 90067
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common
|
8/31/2016
|
|
U
|
|
23454
(1)
(2)
(3)
|
D
|
$86
|
0
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Stock Option (Right to Buy)
|
$52.81
|
8/31/2016
|
|
D
|
|
|
13016
|
(4)
|
7/16/2022
|
Common
|
13016
|
$33.19
(4)
|
0
|
D
|
|
Stock Option (Right to Buy)
|
$17.50
|
8/31/2016
|
|
D
|
|
|
4000
|
(4)
|
4/8/2020
|
Common
|
4000
|
$68.5
(4)
|
0
|
D
|
|
Explanation of Responses:
|
(
1)
|
Disposed of in a tender offer by Nevada Corp., a Delaware corporation ("Acquisition Sub") to acquire all of the outstanding shares of common stock of Nortek, Inc., a Delaware corporation ("Nortek") for $86.00 per share pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 6, 2016, by and among Melrose Industries plc, Acquisition Sub and Nortek.
|
(
2)
|
Includes 3,835 securities held by the Reporting Person for the benefit of Ares Management LLC ("Ares"), the parent of the managers of Ares Corporate Opportunities Fund II, L.P. ("ACOF II") and Ares Corporate Opportunities Fund III, L.P. ("ACOF III" and together with ACOF II, the "ACOF Funds"), which are stockholders of Nortek. As of April 1, 2013, the Reporting Person became associated with Ares and the ACOF Funds. Pursuant to the policies of Ares and the ACOF Funds, the Reporting Person holds 3,835 securities as a nominee on behalf of, and for the benefit of, Ares and has assigned all economic, pecuniary and voting rights in respect of these securities to Ares.
|
(
3)
|
The amounts reported in this Form 4 do not include any securities of Nortek held by the ACOF Funds. The Reporting Person disclaims beneficial ownership of such securities of Nortek owned by the ACOF Funds and 3,835 securities of Nortek issued to the Reporting Person and held for the benefit of Ares, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of or has any pecuniary interest in any such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
|
(
4)
|
Pursuant to the terms of the Merger Agreement, each option that was outstanding and unexercised on the date of the Merger was automatically cancelled and converted into the right to receive a cash payment of $86.00 less the exercise price.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Hirshorn James B
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
LOS ANGELES, CA 90067
|
X
|
|
|
|
Signatures
|
/s/Naseem Sagati for James B. Hirshorn
|
|
8/31/2016
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Nortek Inc. (NASDAQ:NTK)
Historical Stock Chart
From Oct 2024 to Nov 2024
Nortek Inc. (NASDAQ:NTK)
Historical Stock Chart
From Nov 2023 to Nov 2024
Real-Time news about Nortek Inc. (NASDAQ): 0 recent articles
More Nortek Inc News Articles