SEC Form 4
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*
MCCORMICK MYLES B

(Last) (First) (Middle)
C/O BARE ESCENTUALS, INC.
71 STEVENSON STREET, 22ND FLOOR

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BARE ESCENTUALS INC [ BARE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/12/2010 D 25(1) D $18.2 0 I By wife
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Option (Right to Buy) $4.3 03/12/2010 D(2) 125,000 (2) 12/21/2015 Common Stock 125,000 $13.9 0 D
Stock Option (Right to Buy) $24.34 03/12/2010 D(3) 50,000 (3) 03/11/2015 Common Stock 50,000 $0 0 D
Stock Option (Right to Buy) $8.867 03/12/2010 D(4) 81,373 (4) 06/29/2016 Common Stock 81,373 $9.333 0 D
Stock Option (Right to Buy) $2.385 03/12/2010 D(5) 33,106 (5) 12/12/2015 Common Stock 33,106 $15.815 0 D
Stock Option (Right to Buy) $0.644 03/12/2010 D(6) 76,800 (6) 04/03/2015 Common Stock 76,800 $17.556 0 D
Stock Option (Right to Buy) $0.465 03/12/2010 D(7) 360,000 (7) 12/29/2014 Common Stock 360,000 $17.735 0 D
Explanation of Responses:
1. Pursuant to the Merger Agreement, dated January 14, 2010, by and among Shiseido Company, Limited, Blush Acquisition Corporation ("Purchaser") and Bare Escentuals, Inc. (the "Company"), Purchaser merged with and into the Company on March 12, 2010 (the "Merger"). In connection with the Merger, these shares, which were outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were immediately canceled and converted at the Effective Time into the right to receive cash consideration equal to $18.20 per share.
2. These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $1,737,500.00, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
3. These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled and terminated.
4. These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $759,454.21, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
5. These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $523,571.39, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
6. These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $1,348,300.80, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
7. These options, which were outstanding and unexercised immediately prior to the Effective Time, accelerated and became vested at the Effective Time and were immediately canceled, terminated and converted into the right to receive a cash payment of $6,384,600.00, representing (a) the difference between the exercise price of the option and the merger consideration of $18.20 per share multiplied by (b) the number of shares subject to the option.
/s/ Deanna Chechile, as attorney in fact 03/15/2010
** 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).
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