Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-052879
Date:2019-10-08
Issuer: CASTLE BRANDS INC (ROX)
Original Submission Date:

Reporting Person:

BEAUDETTE JOHN F
C/O CASTLE BRANDS INC.
122 EAST 42ND STREET, SUITE 5000 NEW YORK, NY 10168

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-10-08 U 63,500 d $1.27 22,500 direct
COMMON STOCK 2019-10-08 D 22,500 d $1.27 0 direct
COMMON STOCK 2019-10-08 U 9,246 d $1.27 0 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 0.29 2019-10-08 deemed execution date D 20,000 (d) 2011-02-04 2020-02-04 common stock 20,000 $0.29 0 direct
STOCK OPTION (RIGHT TO BUY) 0.27 2019-10-08 deemed execution date D 20,000 (d) 2012-09-12 2021-09-12 common stock 20,000 $0.27 0 direct
STOCK OPTION (RIGHT TO BUY) 0.29 2019-10-08 deemed execution date D 20,000 (d) 2013-10-15 2022-10-15 common stock 20,000 $0.29 0 direct
STOCK OPTION (RIGHT TO BUY) 1.07 2019-10-08 deemed execution date D 20,000 (d) 2015-03-05 2024-03-05 common stock 20,000 $1.07 0 direct
STOCK OPTION (RIGHT TO BUY) 1.46 2019-10-08 deemed execution date D 20,000 (d) 2016-03-26 2025-03-26 common stock 20,000 $1.46 0 direct
STOCK OPTION (RIGHT TO BUY) 0.84 2019-10-08 deemed execution date D 20,000 (d) 2017-03-17 2026-03-17 common stock 20,000 $0.84 0 direct
STOCK OPTION (RIGHT TO BUY) 1.04 2019-10-08 deemed execution date D 20,000 (d) 2018-02-28 2027-02-28 common stock 20,000 $1.04 0 direct
Footnotes
IDfootnote
f1 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 a director of issuer, effective on october 9, 2019.
f2 represents shares tendered to the purchaser in connection with the tender offer.
f3 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.
f4 the reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
f5 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.
f6 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.
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