Repass Randolph K Form 4 WEST MARINE / RANDOLPH K REPASS 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^*

REPASS RANDOLPH K

(Last) (First) (Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2017

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	06/08/2017	06/08/2017	G	V	2,000	D	$0	230,600	I	By Spouse
Common Stock	09/05/2017	09/05/2017	G	V	15,000(1)	D	$0	215,600	I	By Spouse
Common Stock	09/05/2017	09/05/2017	G	V	200,000(2)	D	$0	4,301,171	D
Common Stock	09/05/2017	09/05/2017	G	V	1,200,000(1)	D	$0	3,101,171	D
Common Stock	09/14/2017	09/14/2017	D(3)		215,600	D	$12.97(4)	0	I	By Spouse
Common Stock	09/14/2017	09/14/2017	D(3)		3,101,171(5)	D	$12.97(4)	0	D
Common Stock	09/14/2017	09/14/2017	D(3)		801,383	D	$12.97(4)	0	I	(see Footnote)(6)
Common Stock	09/14/2017	09/14/2017	D(3)		372,715	D	$12.97(4)	0	I	Trust for younger adult Son
Common Stock	09/14/2017	09/14/2017	D(3)		147,800	D	$12.97(4)	0	I	Trust for older adult Son
Common Stock	09/14/2017	09/14/2017	D(3)		40,400	D	$12.97(4)	0	I	Trust for Grandchildren

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)	$8.99	09/14/2017	09/14/2017	D			10,123	05/26/2017	05/26/2023	Common Stock	10,123	(7)	0	D

Explanation of Responses:

1. Contribution to a donor advised fund.

2. Contribution to the Repass-Rodgers Family Foundation.

3. 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.

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. Includes 6,493 restricted stock units ("RSUs") that were accelerated and became fully-vested and then cancelled pursuant to the terms of 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 RSUs multiplied by (ii) $12.97.

6. Held by GRAT. Mr. Repass as co-trustee has sole investment power over the shares held by the GRAT, and his brother-in-law has sole voting power over the shares held by the GRAT.

7. 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
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