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| FORM 4 |
| 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
| ( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2019, by and among the Issuer, Marvel Parent, LLC (the "Parent"), and Marvel Merger Sub, Inc., a direct wholly owned subsidiary of the Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of October 11, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Issuer was cancelled and converted into the right to receive $19.85 in cash without interest and subject to applicable withholding taxes.|
( 2 )Pursuant to the Merger Agreement, unless otherwise mutually agreed by the parties to the Merger Agreement or Parent and the applicable option holder, at the Effective Time: (1) each option to purchase shares of company common stock (each, a "Company Option") that is unexpired, unexercised, and outstanding and vested as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the per share price over (B) the per-share exercise price for such Company Option, multiplied by (ii) the total number of shares of company common stock underlying such Company Option, without interest and (2) each Company Option that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time and did not by its terms vest as of the Effective Time was assumed and substituted without any action on the part of the holder (the "Substituted Options"),
( 3 )(continued from footnote 2) and subject to compliance with Section 409A of the Internal Revenue Code of 1986, the Substituted Options will remain subject to the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time (including, without limitation, all vesting, exercise and forfeiture terms and accelerated vesting on specific terminations of employment, to the extent applicable, and any new terms required to become effective as a result of such assumption and/or substitution under the Company Option award agreement and/or company equity plan), except that upon vesting of any Substituted Options, the holder will be entitled to the amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the per share price over (y) the per-share exercise price for such Company Option, multiplied by (B) the total number of company shares underlying such
( 4 )(continued from footnote 3) Company Option that would have become vested pursuant to its terms, without interest. If the per-share exercise price of any Company Option is equal to or greater than the per share price, such Company Option will be cancelled without any cash payment or other consideration.
( 5 )Conversion of company performance stock units (each, a "Company PSU"), granted March 2, 2018, to restricted stock units pursuant to the Merger Agreement. Under the Merger Agreement, each Company PSU for which the performance criteria have been met are treated as restricted stock units. Each Company PSU that was outstanding and vested by its terms immediately prior to the Effective Time was cancelled and converted into the right of the holder of such Company PSU to receive an amount in cash, without interest, equal to the product of (i) the total number of company shares underlying such Company PSU, multiplied by (ii) the per share price. Each Company PSU that did not by its terms vest at or prior to the Effective Time was cancelled.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|