Statement of Changes in Beneficial Ownership (4)
August 20 2014 - 4:40PM
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).
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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
*
LEVRA CRAIG L
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2. Issuer Name
and
Ticker or Trading Symbol
SPORT CHALET INC
[
SPCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman/CEO
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(Last)
(First)
(Middle)
ONE SPORT CHALET DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2014
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(Street)
LA CANADA FLINTRIDGE, CA 91011
(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 SPCHA
(1)
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8/18/2014
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D
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1734
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D
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$1.20
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0
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D
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Common Stock SPCHB
(1)
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8/18/2014
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D
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791635
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D
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$1.20
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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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Option To Purchase Common Stock SPCHA
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$7.49
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8/19/2014
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D
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100000
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(2)
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(2)
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Common Stock
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100000
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$0
(2)
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0
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D
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Option To Purchase Common Stock SPCHA
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$2.10
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8/19/2014
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D
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225000
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(2)
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(2)
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Common Stock
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225000
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$0
(2)
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0
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D
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Option To Purchase Common Stock SPCHA
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$2.02
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8/19/2014
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D
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20000
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(2)
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(2)
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Common Stock
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20000
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$0
(2)
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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 August 18, 2014, Vestis Retail Group, LLC ("Purchaser") and its wholly-owned subsidiary Everest Merger Sub, Inc. ("Merger Sub") completed the tender offer for all the outstanding shares of Sport Chalet, Inc. ("Issuer"), and on August 19, 2014, Merger Sub merged (the "Merger") with and into Issuer with Issuer surviving the Merger as a wholly-owned subsidiary of Purchaser, all pursuant to that certain Agreement and Plan of Merger dated June 30, 2014 (as amended, the "Merger Agreement"), by and among Purchaser, Merger Sub and Issuer. In connection with the Merger, the reporting person is no longer a director of Issuer on August 19, 2014.
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(
2)
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In accordance with the Merger Agreement, this stock option was cancelled at the effective time of the Merger without consideration because the exercise price of the stock option exceeded the Merger consideration of $1.20 per share.
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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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LEVRA CRAIG L
ONE SPORT CHALET DRIVE
LA CANADA FLINTRIDGE, CA 91011
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X
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X
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Chairman/CEO
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Signatures
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/s/ Craig L. Levra
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8/19/2014
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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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