Statement of Changes in Beneficial Ownership (4)
07 Julio 2015 - 4:12PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
GLENHILL ADVISORS LLC
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2. Issuer Name
and
Ticker or Trading Symbol
DOVER SADDLERY INC
[
DOVR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Not a 10% Owner
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(Last)
(First)
(Middle)
600 FIFTH AVENUE, 11TH FLOOR,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2015
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(Street)
NEW YORK, NY 10020
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/1/2015
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J
(1)
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908983
(1)
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D
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$8.50
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0
(1)
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I
(1)
(2)
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See Footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On July 1, 2015, the Issuer announced the completion of its merger with a company formed by Webster Capital. The Issuer's shareholders, including Glenhill Capital Overseas Master Fund, LP (which directly owned 908,983 shares prior to the merger), received cash consideration of $8.50 per share in the merger. The merger proceeds were distributed to Glenhill Capital Overseas Master Fund, LP on July 3, 2015. Following the merger, Glenhill Capital Overseas Master Fund, LP owned no shares of the Issuer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
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(
2)
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Mr. Krevlin is managing member and control person of Glenhill Advisors, LLC, and is sole shareholder of Krevlin Management, Inc., which is managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP, which owned the reported securities (see Footnote 1). Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC, which is the sole shareholder of Glenhill Capital Overseas GP, Ltd., which is the general partner of Glenhill Capital Overseas Master Fund, LP.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GLENHILL ADVISORS LLC
600 FIFTH AVENUE, 11TH FLOOR
NEW YORK, NY 10020
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Not a 10% Owner
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KREVLIN GLENN J
600 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10020
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Not a 10% Owner
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GLENHILL CAPITAL ADVISORS, LLC
600 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10020
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Not a 10% Owner
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GLENHILL CAPITAL MANAGEMENT LLC
600 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10020
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Not a 10% Owner
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Glenhill Capital Overseas Master Fund, L.P.
600 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10020
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Not a 10% Owner
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Signatures
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/s/ Glenn J. Krevlin
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7/7/2015
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**
Signature of Reporting Person
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Date
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/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC
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7/7/2015
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**
Signature of Reporting Person
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Date
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/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Management, LLC
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7/7/2015
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**
Signature of Reporting Person
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Date
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/s/ Glenn J. Krevlin, President, Krevlin Managment, Inc, Managing Member, Glenhill Capital Advisors, LLC
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7/7/2015
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**
Signature of Reporting Person
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Date
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/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC, Managing Member, Glenhill Capital Management, LLC, Sole Shareholder, Glenhill Capital Overseas GP, Ltd., General Partner, Glenhill Capital Overseas Master Fund, LP
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7/7/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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