UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HG (Bermuda) Ltd C/O HG (BERMUDA) LIMITED, SE PEARMAN BUILDING, 3RD FLOOR, 9 PAR-LA-VILLE ROAD HAMILTON, D0 HM 08 |
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HG (Bermuda) Limited, By: /s/ Chris R. Matthews, on behalf of HG (Bermuda) Limited, Name: Chris. R. Matthews, Title: Chief Executive Officer | 12/01/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "SPA"), entered into by and between HG (Bermuda) Limited ("HG") and Korn/Ferry International ("Korn Ferry"), at the closing of the transactions contemplated thereby, Korn Ferry paid to HG as partial consideration for the acquisition of all of the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG's wholly owned subsidiary, HG (Luxembourg) S.a.r.l., 5,922,136 shares of Korn Ferry common stock. Pursuant to the SPA, 835,011 of such shares of Korn Ferry common stock (the "Indemnity Escrow Shares") were deposited at the closing into an escrow account to secure HG's indemnification obligations under the SPA. |
(2) | (Continued from Footnote 1) The Indemnity Escrow Shares will be held and released from such account pursuant to the terms of the Escrow Agreement entered into at closing by and among HG, Korn Ferry and Computershare Trust Company, N.A., in its capacity as escrow agent. |