Statement of Changes in Beneficial Ownership (4)
03 November 2016 - 12:52AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Yates Timothy T
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2. Issuer Name
and
Ticker or Trading Symbol
MONSTER WORLDWIDE, INC.
[
MWW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO and CFO
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(Last)
(First)
(Middle)
MONSTER WORLDWIDE, INC., 133 BOSTON POST ROAD, BUILDING 15
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/31/2016
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(Street)
WESTON, MA 02493
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/31/2016
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U
(1)
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715742
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D
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$3.40
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261262
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D
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Common Stock
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11/1/2016
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D
(2)
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136262
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D
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$3.40
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125000
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D
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Common Stock
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11/1/2016
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D
(3)
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125000
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D
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$3.40
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0
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D
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Common Stock
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11/1/2016
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D
(4)
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91003
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D
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$3.40
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0
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I
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By irrevocable grantor trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The Reporting Person tendered the shares of common stock in exchange for $3.40 per share in cash in the tender offer (the "Tender Offer") made pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 8, 2016, by and among the Issuer, Randstad North America, Inc. and Merlin Global Acquisition, Inc.
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(
2)
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Represents unvested restricted stock units and/or unvested shares of restricted stock that pursuant to the Merger Agreement were converted into the right to receive $3.40 per share in cash at the effective time of the merger (the "Merger") effected pursuant to the Merger Agreement.
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(
3)
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Represents unvested performance-based restricted stock units that pursuant to the terms of the award agreement and the Merger Agreement were cancelled for no consideration at the effective time of the Merger.
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(
4)
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Represents shares of common stock held indirectly through an irrevocable grantor trust that were either tendered in the Tender Offer or converted in the Merger, in each case for $3.40 per share in cash.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Yates Timothy T
MONSTER WORLDWIDE, INC.
133 BOSTON POST ROAD, BUILDING 15
WESTON, MA 02493
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X
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CEO and CFO
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Signatures
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/s/ Michael C. Miller, as Attorney-in-Fact
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11/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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