SEC Form 4 · accession 0001209191-15-085002
BELK INC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam M Orvos
Officer — EVP & CFO
Period of report
Dec 10, 2015
Accepted (ET)
Dec 14, 2015 · 4:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001051771
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Dec 10, 2015 | D | 7,353 | — | D | 14,492 | D | |
| Class B Common StockF2 | Dec 10, 2015 | D | 14,492 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As more fully described in the Definitive Proxy Statement, as part of the Merger, Reporting Person was one of four executives who agreed to contribute certain Company shares to Fashion Holdings LLC, an entity created by Sycamore Partners for the Merger, in exchange for an interest in Fashion Holdings which shares were valued at $68.00 per share ("Rollover Agreements"). The Company's board of directors approved the dispositions pursuant to the Rollover Agreements.
- F2An Agreement and Plan of Merger, dated as of August 23, 2015 (the "Merger agreement"), was entered by and among Bear Parent Inc. ("Parent"), Bear Merger Sub Inc. ("Merger Sub") and Belk, Inc. (the "Company"), under which Merger Sub was merged with and into the Company, with the Company surviving the merger (the "Merger"). Upon consummation of the Merger on December 10, 2015, each share of the Company's Class A common stock and Class B common stock outstanding immediately prior to the Merger (other than certain shares as set forth in the Merger Agreement) was converted automatically into $68.00 in cash. After the Merger was completed, the Company became a wholly-owned subsidiary of Parent, an affiliate of investment funds managed by Sycamore Partners Management, L.P. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on October 2, 2015. The Company's board of directors approved the dispositions by the Reporting Person.