SEC Form 4 · accession 0001140361-16-056167
Diamond Foods Inc · DMND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Dean Hollis
Director
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 9:35 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 StockF1 | Feb 29, 2016 | D | 7,671 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F5 | $22.15 | Feb 29, 2016 | D | 10,000 | D | — | May 28, 2022 | Common Stock | 10,000 | 0 | D |
| Director Stock Option (Right to Buy)F5 | $15.98 | Feb 29, 2016 | D | 10,000 | D | — | May 28, 2023 | Common Stock | 10,000 | 0 | D |
| Director Stock Option (Right to Buy)F5 | $32.00 | Feb 29, 2016 | D | 10,000 | D | — | May 28, 2024 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1On 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.
- F2Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $4.90, as well as approximately 0.27 shares of the Acquirer's Common Stock.
- F3Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $7.02, as well as approximately 0.39 shares of the Acquirer's Common Stock.
- F4Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $1.52, as well as approximately 0.08 shares of the Acquirer's Common Stock.
- F5This 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.