SEC Form 4 · accession 0000101063-15-000014
CHIQUITA BRANDS INTERNATIONAL INC · CQB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Manuel Rodriguez
Officer — EVP Gov't & Intl Affairs & CRO
Period of report
Jan 6, 2015
Accepted (ET)
Jan 7, 2015 · 9:37 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 StockF1 | Jan 6, 2015 | J | 51,886 | $0.00 | A | 134,324 | D | |
| Common StockF3 | Jan 6, 2015 | F | 47,267 | $14.49 | D | 87,057 | D | |
| Common StockF4 | Jan 6, 2015 | U | 87,057 | $14.50 | D | 0 | D | |
| Common StockF4 | Jan 6, 2015 | U | 175 | $14.50 | D | 0 | I | by 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock Retention AwardF5 | $0.00 | Jan 6, 2015 | D | 50,000 | D | — | May 28, 2016 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- 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 101,886 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.