SEC Form 4 · accession 0001140361-16-056178

Diamond Foods Inc · DMND

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

Reporting owner

William Tos

Director

Period of report

Feb 29, 2016

Accepted (ET)

Mar 2, 2016 · 9:45 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	Feb 29, 2016	D	10,738	—	D	0	D
Common Stock^F1,F2	Feb 29, 2016	D	143,529	—	D	0	I	By Tos Farms, Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Stock Option (Right to Buy)^F6	$19.50	Feb 29, 2016	D	10,000	D	—	Nov 13, 2022	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F6	$24.54	Feb 29, 2016	D	10,000	D	—	Nov 13, 2023	Common Stock	10,000	D
Director Stock Option (Right to Buy)^F6	$30.11	Feb 29, 2016	D	10,000	D	—	Nov 13, 2024	Common Stock	10,000	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.
F2Mr. Tos is co-owner of Tos Farms, Inc.
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 $5.81, as well as approximately 0.32 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 $4.08, as well as approximately 0.23 shares of the Acquirer's Common Stock.
F5Upon 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 $2.17, as well as approximately 0.12 shares of the Acquirer's Common Stock.
F6This 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.