| 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Castle Brands Inc [ ROX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/08/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 10/08/2019(1) | U(2) | 2,797,470 | D | $1.27 | 0 | D | |||
| Common Stock | 10/08/2019(1) | U(2) | 1,016,065 | D | $1.27 | 0 | I | By spouse(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Stock Option (Right to Buy) | $0.35 | 10/08/2019(1) | D | 300,000 | (4) | 06/11/2020 | Common Stock | 300,000 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.33 | 10/08/2019(1) | D | 500,000 | (6) | 06/20/2021 | Common Stock | 500,000 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.31 | 10/08/2019(1) | D | 500,000 | (7) | 06/08/2022 | Common Stock | 500,000 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.38 | 10/08/2019(1) | D | 500,000 | (8) | 06/05/2023 | Common Stock | 500,000 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $1 | 10/08/2019(1) | D | 500,000 | (9) | 05/28/2024 | Common Stock | 500,000 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.67 | 10/08/2019(1) | D | 500,000 | (10) | 06/02/2025 | Common Stock | 500,000 | (11) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.9 | 10/08/2019(1) | D | 600,000 | (12) | 06/03/2026 | Common Stock | 600,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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 or officer of Issuer, effective on October 9, 2019. |
| 2. Represents shares tendered to the Purchaser in connection with the Tender Offer. |
| 3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 4. The option vested in four equal annual installments commencing on June 11, 2011. |
| 5. 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. |
| 6. The option vested in four equal annual installments commencing on June 20, 2012. |
| 7. The option vested in four equal annual installments commencing on June 8, 2013. |
| 8. The option vested in four equal annual installments commencing on June 5, 2014. |
| 9. The option vested in four equal annual installments commencing on May 28, 2015. |
| 10. The option vested in four equal annual installments commencing on June 2, 2016. |
| 11. 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. |
| 12. The option vests in four equal annual installments commencing on June 3, 2017, provided that Mr. Lampen is then still a director or employee of the Company, subject to earlier vesting in the event of death, disability or a "Change of Control." |
| Remarks: |
| /s/ Richard J. Lampen | 10/09/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
