| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HIBBETT INC [ HIBB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 07/25/2024 | D | 3,226(1) | D | $87.5 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (Right to Buy)(2) | $76.04 | 07/25/2024 | D | 4,384 | 03/22/2021 | 03/22/2031 | Common Stock | 4,384 | $87.5 | 0 | D | ||||
| Stock Options (Right to Buy)(2) | $46.22 | 07/25/2024 | D | 7,212 | 03/30/2022 | 03/30/2032 | Common Stock | 7,212 | $87.5 | 0 | D | ||||
| Stock Options (Right to Buy)(2) | $58.38 | 07/25/2024 | D | 4,094 | 03/31/2023 | 03/31/2033 | Common Stock | 4,094 | $87.5 | 0 | D | ||||
| Stock Options (Right to Buy)(2) | $50.48 | 07/25/2024 | D | 6,003 | 03/17/2015 | 03/17/2025 | Common Stock | 6,003 | $87.5 | 0 | D | ||||
| Stock Options (Right to Buy)(2) | $35.07 | 07/25/2024 | D | 8,641 | 03/15/2016 | 03/15/2026 | Common Stock | 8,641 | $87.5 | 0 | D | ||||
| Stock Options (Right to Buy)(2) | $29.75 | 07/25/2024 | D | 10,186 | 03/14/2017 | 03/14/2027 | Common Stock | 10,186 | $87.5 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest. |
| 2. In accordance with the terms of the Merger Agreement, each option to purchase shares of Company Common Stock that is outstanding as of immediately prior to the effective time of the merger, whether vested or unvested, was cancelled by virtue of the merger without any action on the part of the holder thereof and entitled the holder to receive with respect thereto an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time of the merger, and (2) the excess, if any, of per share merger consideration of $87.50 over the exercise price per share of Company Common Stock subject to such option as of immediately prior to the effective time of the merger. |
| Remarks: |
| /s/ Terrance G Finley | 07/25/2024 | |
| ** 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. | ||
