10/06/2025 | Press release | Distributed by Public on 10/06/2025 15:00
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $6.2 | 10/02/2025 | D | 2,200 | (2) | (2) | Common Stock | 2,200 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $4.8 | 10/02/2025 | D | 16,000 | (2) | (2) | Common Stock | 16,000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $4.07 | 10/02/2025 | D | 4,400 | (2) | (2) | Common Stock | 4,400 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $2.23 | 10/02/2025 | D | 7,200 | (2) | (2) | Common Stock | 7,200 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $13.35 | 10/02/2025 | D | 10,000 | (2) | (2) | Common Stock | 10,000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $1.18 | 10/02/2025 | D | 20,800 | (2) | (2) | Common Stock | 20,800 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Landgreen Ian R C/O BIG 5 SPORTING GOODS CORPORATION 2525 EAST EL SEGUNDO BOULEVARD EL SEGUNDO, CA 90245 |
EVP and General Counsel |
/s/ Ian Landgreen | 10/06/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to the terms of the Agreement and Plan of Merger, dated June 29, 2025 (the "Merger Agreement"), by and among the Issuer, Worldwide Sports Group Holdings LLC ("Parent"), WSG Merger LLC, a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of Section 9.13 thereof, Worldwide Golf Group LLC ("Guarantor"), on October 2, 2025 (the "Effective Time"), each outstanding share of Common Stock of the Issuer was automatically converted into the right to receive $1.45 in cash, without interest (the "Merger Consideration") and each outstanding RSU that did not vest upon the occurrence of the Effective Time was automatically substituted and immediately converted into a cash award equal to the product of (i) the aggregate number of shares of Common Stock underlying such unvested RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, subject to the terms and conditions of the corresponding award. |
(2) | Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Common Stock was automatically canceled and converted into the right to receive an amount in cash (without interest), if any, equal to (i) the product obtained by multiplying (x) the number of shares underlying such option, by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such option, less (ii) any applicable withholding taxes. |