Thomas Spillane Form 4 Castle Brands / Thomas Spillane 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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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^*

Spillane Thomas

(Last)

(First)

(Middle)

C/O CASTLE BRANDS INC.

122 E. 42 ST., SUITE 5000

(Street)

NEW YORK

10168

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Castle Brands Inc [ ROX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/08/2019⁽¹⁾		U⁽²⁾		394,015	D	$1.27	202,500	D
Common Stock	10/08/2019⁽¹⁾		D⁽³⁾		202,500	D	$1.27	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.35	10/08/2019⁽¹⁾		D			65,000	⁽⁴⁾	06/11/2020	Common Stock	65,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$0.35	10/08/2019⁽¹⁾		D			17,100	⁽⁶⁾	12/07/2020	Common Stock	17,100	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$0.31	10/08/2019⁽¹⁾		D			44,650	⁽⁷⁾	06/15/2021	Common Stock	44,650	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$0.26	10/08/2019⁽¹⁾		D			20,800	⁽⁸⁾	12/19/2021	Common Stock	20,800	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$0.28	10/08/2019⁽¹⁾		D			43,333	⁽⁹⁾	06/13/2022	Common Stock	43,333	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$0.38	10/08/2019⁽¹⁾		D			85,000	⁽¹⁰⁾	06/05/2023	Common Stock	85,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$1	10/08/2019⁽¹⁾		D			100,000	⁽¹¹⁾	05/28/2024	Common Stock	100,000	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$1.67	10/08/2019⁽¹⁾		D			150,000	⁽¹²⁾	06/02/2025	Common Stock	150,000	⁽¹³⁾	0	D
Stock Option (Right to Buy)	$0.9	10/08/2019⁽¹⁾		D			200,000	⁽¹⁴⁾	06/03/2026	Common Stock	200,000	⁽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 an officer of Issuer, effective on October 9, 2019.

2. Represents shares tendered to the Purchaser in connection with the Tender Offer.

3. 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.

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 three equal annual installments commencing on December 7, 2011.

7. The option vested in three equal annual installments commencing on June 15, 2012.

8. The option vested in three equal annual installments commencing on December 19, 2012.

9. The option vested in three equal annual installments commencing on June 13, 2013.

10. The option vested in three equal annual installments commencing on June 5, 2014.

11. The option vested in four equal annual installments commencing on May 28, 2015.

12. The option vested in four equal annual installments commencing on June 2, 2016.

13. 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.

14. The option vests in four equal annual installments commencing on June 3, 2017, provided that Mr. Spillane is then still an employee of the Company, subject to earlier vesting in the event of death, disability or a "Change of Control."

Remarks:

	/s/ Thomas Spillane	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.

Thomas Spillane Form 4Castle Brands / Thomas Spillane ownership change