SEC Form 4 · accession 0001140361-16-056169
Diamond Foods Inc · DMND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Isobel A Jones
Officer — EVP, General Counsel
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 9:38 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 | 3,273 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F4 | — | Feb 29, 2016 | D | 10,322 | D | — | — | Common Stock | 10,322 | 0 | D |
| Performance Based Restricted Stock UnitsF2,F4 | — | Feb 29, 2016 | D | 7,614 | D | — | — | Common Stock | 7,614 | 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.
- F2Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F3Upon 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.
- F4These Restricted Stock Units were accelerated in full in connection with the Acquisition.
- F5Performance 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.