SEC Form 4 · accession 0001209191-16-134155
KRISPY KREME DOUGHNUTS INC · KKD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cathleen D. Allred
Officer — Senior Vice President
Period of report
Jul 27, 2016
Accepted (ET)
Jul 27, 2016 · 5:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001100270
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 27, 2016 | A | 7,700 | $0.00 | A | 55,799 | D | |
| Common StockF2,F3 | Jul 27, 2016 | D | 55,799 | $21.00 | D | 0 | D |
Table II — derivative securities
| 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 | — | Jul 27, 2016 | D | 7,205 | D | — | — | Common Stock | 7,205 | 0 | D |
Explanation of responses
- F1Represents performance-based restricted stock units granted to the Reporting Person on March 24, 2016, whose performance criteria remained subject to time-based vesting conditions immediately prior to consummation of the Merger and were deemed satisfied pursuant to the Agreement and Plan of Merger, dated as of May 8, 2016, by and among the Issuer, Cotton Parent, Inc., Cotton Merger Sub Inc. and JAB Holdings B.V. (the "Merger Agreement").
- F232,876 shares disposed pursuant to the Merger Agreement, at the effective time of the Merger (as defined in the Merger Agreement), in exchange for $21.00 for each share of the Issuer's common stock held by the Reporting Person.
- F322,923 unvested restricted stock units disposed pursuant to the Merger Agreement, in which, at the effective time of the Merger, each unvested restricted stock unit was cancelled and converted into the right to receive a cash payment equal to the product of (x) the number of shares of the Issuer's common stock subject to each share unit and (y) $21.00.
- F47,205 stock options disposed pursuant to the Merger Agreement in which, at the effective time of the Merger, each outstanding stock option, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of (x) the merger consideration of $21.00 per share over (y) the exercise price per share of such option, and (ii) the number of shares underlying such option. The options were issued at varying exercise prices, exercisable dates and expiration dates.