Statement of Changes in Beneficial Ownership (4)
August 24 2017 - 7:15PM
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).
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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
*
HUME GARY M
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2. Issuer Name
and
Ticker or Trading Symbol
NUTRACEUTICAL INTERNATIONAL CORP
[
NUTR
]
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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)
Executive Vice President
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(Last)
(First)
(Middle)
C/O NUTRACEUTICAL INTERNATIONAL CORP, 1400 KEARNS BLVD 2ND FL.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/23/2017
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(Street)
PARK CITY, UT 84060
(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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6/8/2017
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G
(1)
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V
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12064
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D
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$0
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15131
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I
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By Trust
(2)
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Common Stock
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6/8/2017
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G
(1)
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V
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4821
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D
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$0
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1895
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D
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Common Stock
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6/8/2017
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A
(1)
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V
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16855
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A
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$0
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41000
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I
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By Wife's Trust
(3)
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Common Stock
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6/8/2017
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G
(5)
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V
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1895
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D
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$0
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0
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D
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Common Stock
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6/8/2017
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A
(5)
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V
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1895
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A
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$0
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1895
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I
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By IRA
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Common Stock
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6/27/2017
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G
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V
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2655
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D
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$0
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12476
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I
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By Trust
(2)
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Common Stock
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8/23/2017
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D
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41000
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D
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(4)
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0
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I
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By Wife's Trust
(4)
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Common Stock
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8/23/2017
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D
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12476
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D
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(4)
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0
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I
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By Trust
(2)
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Common Stock
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8/23/2017
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D
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1895
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D
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(4)
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0
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I
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By IRA
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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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Explanation of Responses:
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(1)
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Represents shares transferred to irrevocable trust (Frances A. Hume Trust), which reporting person and reporting person's wife are trustees and reporting person is the beneficiary of income only from the trust until his death and their respective children are the beneficiaries of the trust.
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(2)
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These shares are held in the Gary M. Hume Trust, an irrevocable trust, for the benefit of the children of reporting person and reporting person's wife. The reporting person and reporting person's wife are trustees of the trust. The reporting person's wife is the beneficiary of income only from the trust until her death. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
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(3)
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These shares are held in the Frances A. Hume Trust, an irrevocable trust, for the benefit of the children of reporting person and reporting person's wife. The reporting person and reporting person's wife are trustees of the trust. The reporting person is the beneficiary of income only from the trust until his death. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
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(4)
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Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 21, 2017, by and among Nutraceutical International Corporation (the "Company"), Nutrition Parent, LLC ("Parent") and Nutrition Sub, Inc. ("Merger Sub"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent, each share of the Company's common stock, par value $0.01 per share (the "Common Stock"), owned by the reporting person was converted into the right to receive $41.80 in cash without interest (the "Merger Consideration").
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(5)
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Represents shares transferred to reporting person's IRA.
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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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HUME GARY M
C/O NUTRACEUTICAL INTERNATIONAL CORP
1400 KEARNS BLVD 2ND FL.
PARK CITY, UT 84060
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Executive Vice President
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Signatures
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/s/ Alison Pitt, attorney in fact
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8/24/2017
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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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