Zach Rasmuson Form 4 Duckhorn Portfolio / Zach Rasmuson 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^*

Rasmuson Zach

(Last) (First) (Middle)

1201 DOWDELL LANE

(Street)

SAINT HELENA CA 94574

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Duckhorn Portfolio, Inc. [ NAPA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2024

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	12/24/2024		D		361,108	D	$11.1(1)	0	I	By trust(2)
Common Stock	12/24/2024		D(1)		36,311	D	$11.1(1)	0	D
Common Stock	12/24/2024		D(3)		93,391	D	$0(3)	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
Company Stock Options	$15(4)	12/24/2024		D			106,750(4)	(4)	(4)	Common Stock	106,750	(4)	0	D
Company Stock Options	$24(4)	12/24/2024		D			30,498(4)	(4)	(4)	Common Stock	30,498	(4)	0	D
Company Stock Options	$14.43(4)	12/24/2024		D			77,961(4)	(4)	(4)	Common Stock	77,961	(4)	0	D
Company Stock Options	$9.9(4)	12/24/2024		D			124,998(4)	(4)	(4)	Common Stock	124,998	(4)	0	D
Company Stock Options	$10.94(5)(6)	12/24/2024		D			113,115(5)(6)	(5)(6)	(5)(6)	Common Stock	113,115	(5)(6)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2024, by and among the Issuer, Marlee Buyer, Inc. ("Parent") and Marlee Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock") owned by the reporting person was cancelled and converted into the right to receive $11.10 per share in cash without interest (the "Per Share Price").

2. Shares held of record by Zach Rasmuson, trustee of the Rasmuson 2016 Family Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

3. At the Effective Time, each restricted stock unit of the Company that was not vested prior to the Effective Time (each, an "Unvested Company RSU") was converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Common Stock underlying such Unvested Company RSU, by (y) the Merger Consideration (each, a "Converted RSU Cash Award"), which resulting amount, subject to certain exceptions, vests and becomes payable at the same time as the Unvested Company RSU from which such resulting amount was converted would have vested and been payable pursuant to its terms and otherwise remains subject to the same terms and conditions as were applicable to such awards immediately prior to the Effective Time, except that the vesting of any Converted RSU Cash Award accelerates in the event the holder's employment is terminated by the Company without cause.

4. At the Effective Time, each option to purchase shares of Common Stock that was vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (each, a "Vested Company Option") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Vested Company Option, by (y) the total number of shares of Common Stock underlying such Vested Company Option, subject to applicable withholding taxes. As a result, if the exercise price per share of Common Stock of such Vested Company Option was equal to or greater than the Merger Consideration, such Vested Company Option was cancelled without any cash payment or other consideration being made in respect thereof.

5. At the Effective Time, each option to purchase shares of Common Stock that was not vested and was outstanding as of immediately prior to the Effective Time (each, an "Unvested Company Option") was converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Unvested Company Option, by (y) the total number of shares of Common Stock underlying such Unvested Company Option (each, a "Converted Option Cash Award"). As a result, if the exercise price per share of Common Stock of such Unvested Company Option was equal to or greater than the Merger Consideration, such Unvested Company Option was cancelled without any cash payment or other consideration being made in respect thereof.

6. (Continued from footnote 5) The amount of the Converted Cash Award, subject to certain exceptions, vests and becomes payable at the same time as the Unvested Company Option from which such resulting amount was converted would have vested and been payable pursuant to its terms and generally remains subject to the same terms and conditions as were applicable to the Unvested Company Option(s) immediately prior to the Effective Time, except that the vesting of any Converted Option Cash Award accelerates in the event the holder's employment is terminated by the Company without cause.

Remarks:

Executive Vice President, Chief Operating Officer.

	/s/ Sean Sullivan as attorney-in-fact	12/24/2024
	** Signature of Reporting Person	Date
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