SEC Form 4 · accession 0001140361-16-056166

Diamond Foods Inc · DMND

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

Reporting owner

Brian J Driscoll

Officer — President & CEO · Director

Period of report

Feb 29, 2016

Accepted (ET)

Mar 2, 2016 · 9:34 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001320947

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 29, 2016	D	151,566	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F4	$13.34	Feb 29, 2016	D	220,643	D	—	Nov 18, 2022	Common Stock	220,643	D
Employee Stock Option (Right to Buy)^F4	$14.67	Feb 29, 2016	D	132,855	D	—	Dec 18, 2022	Common Stock	132,855	D
Employee Stock Option (Right to Buy)^F4	$20.89	Feb 29, 2016	D	80,821	D	—	Oct 1, 2023	Common Stock	80,821	D
Restricted Stock Units^F5,F7	—	Feb 29, 2016	D	41,604	D	—	—	Common Stock	41,604	D
Performance Based Restricted Stock Units^F5,F8	—	Feb 29, 2016	D	34,263	D	—	—	Common Stock	34,263	D
Performance Based Restricted Stock Units^F5,F7	—	Feb 29, 2016	D	37,526	D	—	—	Common Stock	37,526	D

Explanation of responses

F1Represents 50,776 fully vested shares of the Issuer's Common Stock and 100,790 restricted shares of the Issuer's Common Stock that accelerate so that they were fully vested as of the Closing (as defined below).
F2On October 27, 2015, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Snyder's-Lance, Inc., a North Carolina corporation (the "Acquirer"), and certain of the Acquirer's affiliates. Upon the closing (the "Closing") of the transactions (collectively, the "Acquisition") contemplated by the Merger Agreement on February 29, 2016, each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock.
F3Upon the Closing, this option was assumed (the "Assumption") by the Acquirer and became an option to purchase a number of shares of the Acquirer's Common Stock determined by multiplying the number of shares of Issuer Common Stock that were subject to this option immediately before the Assumption by approximately 1.13575 and rounding the resulting number down to the nearest integer, with the per-share exercise price of the option after the Assumption determined by dividing the per-share exercise price of the option immediately before the Assumption by 1.13575 and rounding the resulting exercise price up to the nearest whole cent, provided, however, that the resulting option remains subject to the same vesting schedule or conditions and the same restrictions on exercisability as would have applied to this option if not for the Acquisition, as further described below.
F4This option was fully vested and exercisable as of the Closing or was accelerated such that it was fully vested and exercisable in connection with the Acquisition.
F5Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock.
F6Upon the Closing, each of these Restricted Stock Units was assumed by the Acquirer and became a Restricted Stock Unit representing a contingent right to receive approximately 1.13575 shares of the Acquirer's Common Stock, with the aggregate number of Restricted Stock Units after such assumption rounded down to the nearest integer.
F7These Restricted Stock Units were accelerated in full in connection with the Acquisition.
F8Performance metrics, terms and/or conditions to which these performance-based Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved and/or satisfied, as applicable, at the target level(s) upon the Closing, and any time-based vesting to which these performance-based Restricted Stock Units were originally subject accelerated in full in connection with the Acquisition.
F9Upon the Closing, each of these Restricted Stock Units was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock.