Statement of Changes in Beneficial Ownership (4)
August 03 2016 - 7:00PM
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
*
Griffith Jerome
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2. Issuer Name
and
Ticker or Trading Symbol
Tumi Holdings, Inc.
[
TUMI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and President
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(Last)
(First)
(Middle)
C/O TUMI HOLDINGS, INC., 1001 DURHAM AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2016
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(Street)
SOUTH PLAINFIELD, NJ 07080
(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, $0.01 par value per share
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8/1/2016
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D
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1342349
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D
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$26.75
(1)
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0
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D
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Common Stock, par value $0.01 per share
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8/1/2016
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D
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370000
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D
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$26.75
(1)
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0
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I
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See footnote
(2)
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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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Stock Option (Right to Buy)
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$23.25
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8/1/2016
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D
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87106
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(3)
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3/3/2025
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Common Stock, $0.01 par value per share
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87106.0
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(4)
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0
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D
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Stock Option (Right to Buy)
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$20.45
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8/1/2016
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D
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55006
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(5)
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1/4/2023
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Common Stock, par value $0.01 per share
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55006.0
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(6)
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0
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D
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Stock Option (Right to Buy)
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$22.95
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8/1/2016
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D
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58168
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(7)
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3/4/2024
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Common Stock, par value $0.01 per share
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58168.0
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(8)
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0
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D
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Restricted Stock Units
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(9)
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8/1/2016
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D
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12688
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(10)
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(10)
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Common Stock, $0.01 par value per share
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12688.0
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(11)
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0
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D
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Restricted Stock Units
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(9)
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8/1/2016
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D
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44810
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(12)
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(12)
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Common Stock, $0.01 par value per share
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44810.0
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(13)
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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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Disposed of pursuant to and upon the effectiveness of the merger of PTL Acquisition Inc. ("Merger Sub"), a wholly owned subsidiary of Samsonite International S.A. ("Samsonite"), with and into the Issuer on August 1, 2016 pursuant to a merger agreement dated March 3, 2016 by and among Samsonite, Merger Sub and the Issuer.
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(
2)
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Shares held by Griffith Investment Management Company, LLC (the "LLC"), of which Mr. Griffith is a Manager. The membership units in the LLC are held by four trusts, for which Mr. Griffith disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose.
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(
3)
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The stock option vests in three equal installments on each of the first three anniversaries of March 3, 2015, subject to the terms and conditions of the Tumi Holdings, Inc. 2012 Long-Term Incentive Plan (the"Plan").
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(
4)
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Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $304,871 (representing a price per share equal to the difference between the merger consideration,$26.75 per share, and the exercise price of the option).
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(
5)
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The stock options vest in five equal installments on each of the first five anniversaries of January 4, 2013, subject to the terms and conditions of the Plan.
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(
6)
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Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $346,537.80 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
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(
7)
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The stock option vests in three equal installments on each of the first three anniversaries of March 4, 2014, subject to the terms and conditions of the Plan.
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(
8)
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Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $221,038.40 (representing a price per share equal to the difference between the merger consideration,$26.75 per share, and the exercise price of the option).
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(
9)
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Each restricted stock unit represented a contingent right to receive one share of Issuer common stock.
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(
10)
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The restricted stock units vest in two equal installments on each of March 3, 2017 and March 2, 2018, subject to the terms and conditions of the Plan.
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(
11)
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Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $339,404 (representing a price of $26.75 per restricted stock unit).
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(
12)
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The restricted stock units vest in three equal installments on each of March 1, 2017, March 1, 2018 and March 1, 2019, subject to the terms and conditions of the Plan.
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(
13)
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Upon effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $1,198,667.50 (representing a price of $26.75 per restricted stock unit).
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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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Griffith Jerome
C/O TUMI HOLDINGS, INC.
1001 DURHAM AVENUE
SOUTH PLAINFIELD, NJ 07080
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X
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CEO and President
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Signatures
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/s/ Michael J. Mardy, as attorney-in-fact
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8/3/2016
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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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