- Statement of Changes in Beneficial Ownership (4)
23 Junho 2011 - 9:15PM
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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3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PPR S.A.
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2. Issuer Name
and
Ticker or Trading Symbol
Volcom Inc
[
VLCM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
10 AVENUE HOCHE, 75381 PARIS CEDEX
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2011
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(Street)
FRANCE, I0 00000
(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)
___ Form filed by One Reporting Person
_
X
_ 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, par value $0.001 per share
(1)
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6/16/2011
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P
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17686156
(2)
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A
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$24.50
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17686156
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I
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See footnote
(3)
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Common Stock, par value $0.001 per share
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6/22/2011
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P
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3692991
(4)
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A
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$24.50
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21379147
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I
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See footnote
(3)
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Common Stock, par value $0.001 per share
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6/23/2011
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P
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15256551
(5)
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A
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$24.50
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36635698
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I
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See footnote
(3)
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Common Stock, par value $0.001 per share
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6/23/2011
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P
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3075463
(6)
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A
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$24.50
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100
(7)
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I
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See footnote
(3)
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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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This form is a joint filing by PPR S.A. ("PPR") and Transfer Holding, Inc., an indirect wholly owned subsidiary of PPR ("Transfer").
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(
2)
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Shares of Common Stock, par value $0.001 per share (the "Shares"), of Volcom, Inc. ("Volcom") acquired during the initial offering period of the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of May 2, 2011 (the "Merger Agreement"), by and among PPR, Transfer and Volcom (such tender offer, the "Offer").
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(
3)
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Shares were held by Transfer. As Transfer is an indirect wholly owned subsidiary of PPR, PPR may be deemed to have acquired indirect beneficial ownership of such Shares.
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(
4)
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Shares of Volcom acquired during the subsequent offering period of the Offer.
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(
5)
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Shares acquired pursuant to the exercise of "top-up" option to purchase additional shares from Volcom, at $24.50 per share, under the terms of the Merger Agreement.
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(
6)
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Reflects all of the outstanding Shares of Volcom not tendered in the Offer, which may be deemed to have been acquired by PPR and Transfer pursuant to the consummation of the Merger (as defined below).
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(
7)
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Following the exercise of the "top-up" option, Transfer was merged with and into Volcom, with Volcom surviving the Merger as an indirect wholly owned subsidiary of PPR pursuant to a "short-form merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of Volcom's previously outstanding stock held by PPR and Transfer were cancelled, and each share of Transfer was converted into a share of the surviving company's stock. Prior to the Merger, PPR may be deemed to have indirectly held 100 shares of Transfer, which represented all of the issued and outstanding capital stock of Transfer.
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Remarks:
Exhibit List: Exhibit 99.1 - Joint Filer Information; Exhibit 99.2 - Joint Filer Signatures
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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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PPR S.A.
10 AVENUE HOCHE
75381 PARIS CEDEX
FRANCE, I0 00000
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X
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Transfer Holding, Inc.
C/O GUCCI AMERICA, INC.
685 5TH AVENUE
NEW YORK, NY 10022
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X
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Signatures
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/s/ Jean-Francois Palus - Deputy Chief Executive Officer of PPR S.A.
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6/23/2011
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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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