SEC Form 4 · accession 0000101063-15-000008

CHIQUITA BRANDS INTERNATIONAL INC · CQB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President & CEO

Period of report

Jan 6, 2015

Accepted (ET)

Jan 7, 2015 · 6:41 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000101063

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jan 6, 2015	F	28,053	$14.49	D	257,488	D
Common Stock^F3	Jan 6, 2015	U	257,488	$14.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F4	$7.68	Jan 6, 2015	D	1,440,062	D	—	Oct 7, 2017	Common Stock	1,440,062	0	D

F1The transactions reported on this Form 4 relate to the vesting of awards at the acceptance time and the right to receive payment at the effective time pursuant to the Agreement and Plan of Merger, dated as of October 26, 2014, among Cavendish Global Limited, Cavendish Acquisition Corporation, the Issuer, Burlingtown UK Ltd. and Erichton Investments Limited (the "Merger Agreement").
F2Shares withheld to pay required taxes upon the vesting at the acceptance time of 79,412 shares. The full award was reported previously.
F3Shares disposed in a cash tender offer pursuant to the Merger Agreement. At the effective time of the merger, all shares converted into the right to receive, in cash and without interest, $14.50 per share.
F4Pursuant to the Merger Agreement, each stock option that was outstanding at the effective time was cancelled in exchange for the right to receive cash equal to the number of shares subject to the option multiplied by the excess of $14.50 and the exercise price.