SEC Form 4 · accession 0000101063-15-000011

CHIQUITA BRANDS INTERNATIONAL INC · CQB

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

Reporting owner

Officer — EVP General Counsel & Sec

Period of report

Jan 6, 2015

Accepted (ET)

Jan 7, 2015 · 8:22 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
Common Stock^F1	Jan 6, 2015	J	128,277	$0.00	A	298,974	D
Common Stock^F3	Jan 6, 2015	F	107,258	$14.49	D	191,716	D
Common Stock^F4	Jan 6, 2015	U	191,716	$14.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance-Based Restricted Stock Retention Award^F5	$0.00	Jan 6, 2015	D	50,000	D	—	May 28, 2016	Common Stock	50,000	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 Ltd. (the "Merger Agreement").
F2Shares vested at the acceptance time pursuant to the Merger Agreement for awards outstanding under the Issuer's Stock and Incentive Plan.
F3Shares withheld to pay required taxes upon the vesting at the acceptance time of 178,277 shares.
F4Shares disposed in a cash tender offer pursuant to the Merger Agreement. At the effective time, all shares converted into the right to receive, in cash and without interest, $14.50 per share.
F5Award vested in full at the acceptance time pursuant to the Merger Agreement.