Sec Form 4 Filing - Dhawan Sanjay @ HARMAN INTERNATIONAL INDUSTRIES INC /DE/ - 2016-07-01

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
Dhawan Sanjay
2. Issuer Name and Ticker or Trading Symbol
HARMAN INTERNATIONAL INDUSTRIES INC /DE/ [ HAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Pres. Connected Services
(Last) (First) (Middle)
400 ATLANTIC STREET, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2016
(Street)
STAMFORD, CT06901
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 07/01/2016( 1 ) M 4,034 ( 1 ) A $ 0 4,683 D
Common Stock 03/10/2017( 1 ) M 4,723 ( 1 ) A $ 0 9,406 D
Common Stock 03/10/2017( 1 ) M 2,739 ( 1 ) A $ 0 12,145 D
Common Stock 03/10/2017( 1 ) A 9,836 ( 3 ) ( 2 ) A $ 0 21,981 D
Common Stock 03/10/2017( 1 ) A 9,423 ( 2 ) ( 3 ) A $ 0 31,404 D
Common Stock 03/10/2017( 1 ) M 8,066 ( 1 ) A $ 0 39,470 D
Common Stock 03/10/2017( 1 ) F 18,226 ( 4 ) D $ 112 21,244 D
Common Stock 03/10/2017( 1 ) D 21,244 ( 1 ) D $ 112 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
Restricted Share Unit ( 2 ) 07/01/2016 M 4,034 ( 2 ) ( 2 ) Common Stock 4,034 $ 0 8,066 D
Restricted Share Unit ( 2 ) 03/10/2017 M 4,723 ( 2 ) ( 2 ) Common Stock 4,723 $ 0 0 D
Restricted Share Unit ( 2 ) 03/10/2017 M 2,739 ( 2 ) ( 2 ) Common Stock 2,739 $ 0 0 D
Restricted Share Unit ( 2 ) 03/10/2017 M 8,066 ( 2 ) ( 2 ) Common Stock 8,066 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dhawan Sanjay
400 ATLANTIC STREET, SUITE 1500
STAMFORD, CT06901
EVP, Pres. Connected Services
Signatures
Marisa Iasenza, as attorney-in-fact, for Sanjay Dhawan 03/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 14, 2016, Harman International Industries, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. ("Samsung USA"), Silk Delaware, Inc., a wholly owned subsidiary of Samsung USA ("Merger Sub"). Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stocks, shares of restricted stock units ("RSUs") and stock options were converted into the right to receive $112 in cash, without interest, (the "Merger Consideration").
( 2 )Upon the Closing, all unvested RSUs held by the Reporting Person were cancelled and converted into the right to receive an amount of cash equal to the number of shares at the Merger Consideration of $112 per share.
( 3 )With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount and a pro rata portion of the remaining 40%, calculated based on number of days lapsed between date of grant and March 10, 2017, were vested and converted to cash, and the remaining PRSUs were forfeited.
( 4 )Represents the aggregate number of shares of common stock of the issuer withheld to cover taxes due upon vesting of the restricted share units reported in Column 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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