Hyde Matthew L Form 4 WEST MARINE / Matthew L Hyde ownership change

SEC Form 4

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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X

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^*

Hyde Matthew L

(Last) (First) (Middle)

C/O WEST MARINE

500 WESTRIDGE DRIVE

(Street)

WATSONVILLE CA 95076

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WEST MARINE INC [ WMAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	08/23/2017	08/23/2017	G	V	7,500	D	$0	170,557	D
Common Stock	09/14/2017	09/14/2017	D(1)		170,557(2)(3)	D	$12.97(4)	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 (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
Non-Qualified Stock Option (right to buy)	$11.84	09/14/2017	09/14/2017	D			100,000	07/16/2013	07/16/2019	Common Stock	100,000	(5)	26,667	D
Non-Qualified Stock Option (right to buy)	$11.69	09/14/2017	09/14/2017	D			26,667	06/03/2014	06/03/2020	Common Stock	26,667	(5)	0	D

Explanation of Responses:

1. Outstanding shares of common stock disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among the Issuer, Rising Tide Parent, Inc., a Delaware corporation ("Parent"), and Rising Tide Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, effective September 14, 2017, Merger Sub was merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.

2. Includes 81,802 unvested restricted stock units ("RSUs") and does not include 13,825 performance-based restricted stock units ("PVUs") for which the applicable performance period has ended and a payout performance was achieved but remain unvested pending continued employment with the Issuer. Pursuant to the terms of the Merger Agreement, all unvested RSUs and PVUs were assumed by the Issuer and converted into the right to receive an amount in cash, without interest, equal to (i) $12.97 multiplied by (ii) the number of unvested RSUs and PVUs, less any required tax withholdings. The cash payout of the converted RSUs and PVUs will continue to vest and be subject to the same terms and conditions applicable to the RSUs and PVUs, including continued employment with the Issuer.

3. For PVUs with a performance period that by its terms has not ended, such PVUs will be assumed and converted into the right to receive cash assuming performance at 100% of target levels pursuant to the Merger Agreement.

4. Outstanding shares disposed of pursuant to the Merger Agreement in exchange for $12.97 for each share of the Issuer's common stock held by the Reporting Person.

5. Stock options were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock subject to the cancelled stock option multiplied by (ii) the excess of $12.97 over the per share exercise price of the stock option.

Remarks:

	/s/ Pamela Fields, attorney-in-fact	09/18/2017
	** 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).
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