EVP, COO, Lease-to-Own Falkenstein Russell returned 63,091 shares to the company, closing all direct ownership in the company (SEC Form 4)
$AAN
Diversified Commercial Services
Consumer Discretionary
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aaron's Company, Inc. [ AAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/03/2024 | ||||||||||||||||||||||||||
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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 | 10/03/2024 | D | 17,896 | D | (1) | 45,195 | D | |||
| Common Stock | 10/03/2024 | D | 45,195 | D | (2) | 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) | $12 | 10/03/2024 | D | 12,701 | (3) | 03/06/2033 | Common Stock, par value $0.50 per share | 12,701 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $12.35 | 10/03/2024 | D | 11,310 | (3) | 02/25/2030 | Common Stock, par value $0.50 per share | 11,310 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $13.67 | 10/03/2024 | D | 3,562 | (3) | 03/02/2028 | Common Stock, par value $0.50 per share | 3,562 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $15.67 | 10/03/2024 | D | 4,461 | (3) | 02/21/2029 | Common Stock, par value $0.50 per share | 4,461 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $21.45 | 10/03/2024 | D | 6,750 | (3) | 02/25/2032 | Common Stock, par value $0.50 per share | 6,750 | (3) | 0 | D | ||||
| Stock Options (Right to Buy) | $21.76 | 10/03/2024 | D | 9,360 | (3) | 03/02/2031 | Common Stock, par value $0.50 per share | 9,360 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. On June 16, 2024, The Aaron's Company, Inc., a Georgia corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with IQVentures Holdings, LLC, an Ohio limited liability company ("Parent" or "IQVentures"), and Polo Merger Sub, Inc., a newly formed Georgia corporation and a wholly owned subsidiary of Parent ("Merger Sub"). At the time the Merger became effective on October 3, 2024 (the "Effective Time"), each share of the Company's common stock ("Common Stock") issued and outstanding was converted automatically into the right to receive $10.10 in cash. |
| 2. At the Effective Time, each share subject to an unvested restricted stock award ("RSA") was modified to reflect an award of restricted cash in an amount equal to $10.10, which will remain subject to the vesting terms of the original RSAs. |
| 3. At the Effective Time, each stock option which had a per share exercise price equal to or greater than $10.10 was cancelled for no consideration. |
| Remarks: |
| /s/ Douglass L. Noe, by Power of Attorney for Russell Falkenstein | 10/07/2024 | |
| ** 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. | ||