SEC Form 4 · accession 0001047340-16-000560
DEL MONTE CORP · DMC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hani El-Naffy
Officer — President and COO · Director
Period of report
Aug 4, 2016
Accepted (ET)
Aug 8, 2016 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001047340
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Aug 4, 2016 | M | 10,000 | $0.00 | A | 21,964 | D | |
| Ordinary SharesF1,F3 | Aug 4, 2016 | S | 4,126 | $59.67 | D | 17,838 | D | |
| Ordinary Shares | Aug 4, 2016 | M | 11,376 | $24.29 | A | 29,214 | D | |
| Ordinary SharesF4 | Aug 4, 2016 | S | 11,376 | $60.04 | D | 17,838 | D | |
| Ordinary Shares | Aug 4, 2016 | M | 40,000 | $28.09 | A | 57,838 | D | |
| Ordinary SharesF4 | Aug 4, 2016 | S | 40,000 | $60.04 | D | 17,838 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F1,F6 | $59.83 | Aug 4, 2016 | M | 10,000 | D | — | — | Ordinary Shares | 10,000 | 40,000 | D |
| Employee Stock Options (Right to Buy)F7 | $24.29 | Aug 4, 2016 | M | 11,376 | D | — | Aug 1, 2022 | Ordinary Shares | 11,376 | 24,624 | D |
| Employee Stock Options (Right to Buy)F8 | $28.09 | Aug 4, 2016 | M | 40,000 | D | — | Jul 31, 2023 | Ordinary Shares | 40,000 | 40,000 | D |
Explanation of responses
- F1Transaction Date reflects the date on which the Sell to Cover and conversion of the Restricted Stock Units (RSU), which vested on 8/3/16 occurred.
- F2Represents the number of ordinary shares that were acquired in connection with the settlement of the RSUs listed in Table II.
- F3Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax witholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F4This represents the weighted average sales price of the shares. The shares were sold at a price ranging from $59.56 to $60.57. Mr. El-Naffy will provide, upon request of the SEC staff, Fresh Del Monte Produce Inc., or a shareholder of Fresh Del Monte Produce Inc. complete information regarding the number of shares sold at each price within the range.
- F5RSUs are granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each RSU represents a contingent right to receive one ordinary share of FDP. The RSUs vest in five equal annual installments of which four are remaining on each of 8/3/2017, 8/3/2018, 8/3/2019 and 8/3/2020.
- F6RSUs do not have an expiration date.
- F7The option is currently exercisable with respect to all underlying shares.
- F8The option is exercisable with respect to 40,000 shares and will become exercisable with respect to an additional 40,000 shares on 7/31/2017.