Statement of Changes in Beneficial Ownership (4)
March 15 2017 - 6:09AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mauser Michael
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2. Issuer Name
and
Ticker or Trading Symbol
HARMAN INTERNATIONAL INDUSTRIES INC /DE/
[
HAR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Pres. Lifestyle Audio
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(Last)
(First)
(Middle)
400 ATLANTIC STREET, SUITE 1500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2017
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(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/10/2017
(1)
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M
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3560
(1)
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A
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$0
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22421
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D
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Common Stock
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3/10/2017
(1)
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M
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3832
(1)
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A
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$0
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26253
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D
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Common Stock
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3/10/2017
(1)
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M
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8502
(1)
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A
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$0
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34755
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D
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Common Stock
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3/10/2017
(1)
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A
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10732
(2)
(3)
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A
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$0
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45487
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D
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Common Stock
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3/10/2017
(1)
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A
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12787
(3)
(2)
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A
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$0
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58274
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D
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Common Stock
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3/10/2017
(1)
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A
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16961
(2)
(3)
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A
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$0
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75235
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D
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Common Stock
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3/10/2017
(1)
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M
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3750
(4)
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A
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$120.87
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78985
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D
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Common Stock
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3/10/2017
(1)
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F
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28187
(5)
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D
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$112
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50798
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D
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Common Stock
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3/10/2017
(1)
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D
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50798
(1)
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D
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$112
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Share Unit
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(2)
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3/10/2017
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M
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3560
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(2)
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(2)
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Common Stock
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3560
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$0
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0
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D
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Restricted Share Unit
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(2)
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3/10/2017
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M
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3832
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(2)
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(2)
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Common Stock
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3832
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$0
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0
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D
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Restricted Share Unit
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(2)
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3/10/2017
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M
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8502
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(2)
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(2)
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Common Stock
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8502
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$0
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0
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D
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Stock Option (right to buy)
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$120.83
(4)
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3/10/2017
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M
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3750
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(4)
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(4)
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Common Stock
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3750
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$0
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0
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D
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Explanation of Responses:
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(
1)
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On November 14, 2016, Harman International Industries, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. ("Samsung USA"), Silk Delaware, Inc., a wholly owned subsidiary of Samsung USA ("Merger Sub"). Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stocks, shares of restricted stock units ("RSUs") and stock options were converted into the right to receive $112 in cash, without interest, (the "Merger Consideration").
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(
2)
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Upon the Closing, all unvested RSUs held by the Reporting Person were cancelled and converted into the right to receive an amount of cash equal to the number of shares at the Merger Consideration of $112 per share.
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(
3)
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With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount and a pro rata portion of the remaining 40%, calculated based on number of days lapsed between date of grant and March 10, 2017, were vested and converted to cash, and the remaining PRSUs were forfeited.
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(
4)
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Any option or stock appreciation right that has an exercise price that equals or exceeds the merger consideration will be cancelled without consideration.
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(
5)
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Represents the aggregate number of shares of common stock of the issuer withheld to cover taxes due upon vesting of the restricted share units reported in Column 4.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Mauser Michael
400 ATLANTIC STREET, SUITE 1500
STAMFORD, CT 06901
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EVP, Pres. Lifestyle Audio
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Signatures
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Marisa Iasenza as Attorney in Fact for Michael Mauser
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3/14/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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