Statement of Changes in Beneficial Ownership (4)
February 24 2021 - 1:47PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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TERINO EDWARD |
2. Issuer Name and Ticker or Trading Symbol
ZAGG Inc
[
ZAGG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ZAGG INC, 910 WEST LEGACY CENTER WAY, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2021 |
(Street)
MIDVALE, UT 84047
(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 | 2/22/2021 | | D | | 30000 | D | (1) | 0 | D | |
Common Stock | 2/22/2021 | | D | | 27046 (2) | D | (2) | 0 | I | by GET Advisory Services, LLC |
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) | 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 |
Explanation of Responses: |
(1) | At the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of December 10, 2020, by and among ZAGG Inc (the "Company"), Zephyr Parent, Inc. and Zephyr Merger Sub, Inc. (the "Effective Time"), each issued and outstanding share of common stock of the Company (each, a "Share") held by Edward Terino was converted into the right to receive $4.20 in cash (the "Cash Consideration") and one "PPP Loan Forgiveness Right" representing the contingent right to receive and additional amount, net of certain fees and expenses, contingent upon the satisfaction of certain conditions related to the U.S. Small Business Administration Paycheck Protection Program Loan issued to ZAGG on April 13, 2020, without interest and subject to any applicable withholding taxes. |
(2) | These restricted stock units ("Company RSUs") were previously vested, but Mr. Terino elected to defer payment until separation of service or change in control. At the Effective Time, each outstanding Company RSU was converted into the right to receive the Cash Consideration multiplied by the aggregate number of Shares underlying such Company RSU and an aggregate number of PPP Loan Forgiveness Rights equal to the number of Shares underlying such Company RSU. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TERINO EDWARD C/O ZAGG INC 910 WEST LEGACY CENTER WAY, SUITE 500 MIDVALE, UT 84047 | X |
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Signatures
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/s/ EDWARD TERINO | | 2/22/2021 |
**Signature of Reporting Person | Date |
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