Sec Form 4 Filing - Spillane Thomas @ Castle Brands Inc - 2019-10-08

Insider filing report for Changes in Beneficial Ownership
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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
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Spillane Thomas
2. Issuer Name and Ticker or Trading Symbol
Castle Brands Inc [ ROX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
C/O CASTLE BRANDS INC., 122 E. 42 ST., SUITE 5000
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2019
(Street)
NEW YORK, NY10168
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/08/2019( 1 ) U( 2 ) 394,015 D $ 1.27 202,500 D
Common Stock 10/08/2019( 1 ) D( 3 ) 202,500 D $ 1.27 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option (Right to Buy) $ 0.35 10/08/2019( 1 ) D 65,000 ( 4 ) 06/11/2020 Common Stock 65,000 ( 5 ) 0 D
Stock Option (Right to Buy) $ 0.35 10/08/2019( 1 ) D 17,100 ( 6 ) 12/07/2020 Common Stock 17,100 ( 5 ) 0 D
Stock Option (Right to Buy) $ 0.31 10/08/2019( 1 ) D 44,650 ( 7 ) 06/15/2021 Common Stock 44,650 ( 5 ) 0 D
Stock Option (Right to Buy) $ 0.26 10/08/2019( 1 ) D 20,800 ( 8 ) 12/19/2021 Common Stock 20,800 ( 5 ) 0 D
Stock Option (Right to Buy) $ 0.28 10/08/2019( 1 ) D 43,333 ( 9 ) 06/13/2022 Common Stock 43,333 ( 5 ) 0 D
Stock Option (Right to Buy) $ 0.38 10/08/2019( 1 ) D 85,000 ( 10 ) 06/05/2023 Common Stock 85,000 ( 5 ) 0 D
Stock Option (Right to Buy) $ 1 10/08/2019( 1 ) D 100,000 ( 11 ) 05/28/2024 Common Stock 100,000 ( 5 ) 0 D
Stock Option (Right to Buy) $ 1.67 10/08/2019( 1 ) D 150,000 ( 12 ) 06/02/2025 Common Stock 150,000 ( 13 ) 0 D
Stock Option (Right to Buy) $ 0.9 10/08/2019( 1 ) D 200,000 ( 14 ) 06/03/2026 Common Stock 200,000 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spillane Thomas
C/O CASTLE BRANDS INC.
122 E. 42 ST., SUITE 5000
NEW YORK, NY10168
Senior Vice President
Signatures
/s/ Thomas Spillane 10/09/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 8, 2019, Rook Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Austin, Nichols & Co., Inc. ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Castle Brands Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated August 28, 2019 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on October 9, 2019, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer an officer of Issuer, effective on October 9, 2019.
( 2 )Represents shares tendered to the Purchaser in connection with the Tender Offer.
( 3 )In accordance with the terms of the Merger Agreement, the restricted stock awards held by the reporting person were deemed to be fully vested and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock in respect of such restricted stock awards multiplied by (ii) $1.27, less any taxes required to be withheld.
( 4 )The option vested in four equal annual installments commencing on June 11, 2011.
( 5 )In accordance with the terms of the Merger Agreement, this stock option held by the reporting person was deemed to be fully vested and cancelled and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock subject to such stock option multiplied by (ii) the excess of $1.27 over the per share exercise price of such stock option, less any taxes required to be withheld.
( 6 )The option vested in three equal annual installments commencing on December 7, 2011.
( 7 )The option vested in three equal annual installments commencing on June 15, 2012.
( 8 )The option vested in three equal annual installments commencing on December 19, 2012.
( 9 )The option vested in three equal annual installments commencing on June 13, 2013.
( 10 )The option vested in three equal annual installments commencing on June 5, 2014.
( 11 )The option vested in four equal annual installments commencing on May 28, 2015.
( 12 )The option vested in four equal annual installments commencing on June 2, 2016.
( 13 )In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $1.27 per share.
( 14 )The option vests in four equal annual installments commencing on June 3, 2017, provided that Mr. Spillane is then still an employee of the Company, subject to earlier vesting in the event of death, disability or a "Change of Control."

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