Jonalin S. Smith - Jul 25, 2024 Form 4 Insider Report for HIBBETT INC (HIBB)

Role
SVP Merchandising
Signature
/s/ Jonalin S. Smith
Stock symbol
HIBB
Transactions as of
Jul 25, 2024
Transactions value $
-$889,700
Form type
4
Date filed
7/25/2024, 03:10 PM
Previous filing
Apr 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HIBB Common Stock Options Exercise $569K +6.5K +1536.17% $87.50 6.92K Jul 25, 2024 Direct F1, F2, F3
transaction HIBB Common Stock Award $0 +9.75K +140.8% $0.00 16.7K Jul 25, 2024 Direct F1, F4
transaction HIBB Common Stock Disposed to Issuer -$1.46M -16.7K -100% $87.50 0 Jul 25, 2024 Direct F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HIBB Restricted Stock Units Options Exercise $0 -6.5K -100% $0.00* 0 Jul 25, 2024 Common Stock 6.5K $0.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jonalin S. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Includes 2,596 Vested Company RSU Awards (as defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, each Vested Company RSU Award that was outstanding as of immediately prior to the effective time of the merger (the Effective Time), automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive 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 then underlying such restricted stock unit award as of immediately prior to the Effective Time, and (2) the per share merger consideration of $87.50.
F3 Includes 3,902 Specified Company RSU Awards (as defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, each Specified Company RSU Award that was outstanding as of immediately prior to the Effective Time, automatically became cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an unvested 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 then underlying such award as of immediately prior to the Effective Time, and (2) the per share merger consideration of $87.50, vesting subject to the continued service of the former holder with Parent and its affiliates, on the same time-based vesting schedule and otherwise on substantially the same terms as the corresponding Specified Company RSU Awards, except as otherwise provided for in the Merger Agreement.
F4 Includes 9,745 performance stock units. In accordance with the terms of the Merger Agreement, each Vested Company PSU Award (as defined in the Merger Agreement) that was outstanding as of immediately prior to the effective time of the merger, automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive 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 that would have vested pursuant to the terms of such performance stock unit award, assuming that any performance based vesting conditions applicable to such performance stock unit award for any performance period that had not been completed as of the effective time were achieved at target performance levels, and (2) the per share merger consideration of $87.50.