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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kaye Stephen D C/O KORN/FERRY INTERNATIONAL 1900 AVENUE OF THE STARS, SUITE 2600 LOS ANGELES, CA 90067 |
CEO of Hay Group | |||
| /s/ Jonathan Kuai, attorney-in-fact | 12/05/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | As previously disclosed, on December 1, 2015, Korn/Ferry International (the "Company") completed its acquisition of all the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG (Luxembourg) S.a.r.l pursuant to that certain Stock Purchase Agreement dated as of September 23, 2015 (the "Purchase Agreement"), by and between HG (Bermuda) Limited ("HG Bermuda") and the Company. Pursuant to the Purchase Agreement, the Company paid HG Bermuda an aggregate purchase price of approximately $477 million, consisting of (a) approximately $259 million in cash, net of estimated acquired cash and after giving effect to estimated purchase price adjustments as described in the Purchase Agreement, and (b) 5,922,136 shares of the Company's common stock (the "Consideration Shares"), representing an aggregate value of $218 million based on the volume weighted average price of the Company's common stock on The New York Stock Exchange |
| (2) | (Continued from Footnote 1) on each of the 20 consecutive trading days ending on September 21, 2015. Pursuant to the Purchase Agreement, at the closing of the acquisition, HG Bermuda and certain shareholders of HG Bermuda, including the reporting person, executed a lockup agreement (the "Lockup Agreement") with the Company prohibiting HG Bermuda, during the restricted period under the Lockup Agreement, from transferring any Consideration Shares, subject to certain limited exceptions. In accordance with the Lockup Agreement, on December 1, 2016, one-third of the Consideration Shares (the "Released Consideration Shares") were released from the lockup restrictions, and concurrent therewith HG Bermuda distributed on a pro rata basis and for no consideration to each of its shareholders and former shareholders (including the reporting person) his/her/its pro rata portion of the Released Consideration Shares. |
| (3) | (Continued from Footnote 2) The reporting person acquired 43,526 shares of the Company's common stock upon this pro rata distribution, without payment of consideration. |
| (4) | Represents a reduction in shares to satisfy the tax withholding obligations of the Company with respect to the vesting, on December 1, 2016, of 6,527 shares of restricted stock held by the reporting person. |