SEC Form 4 · accession 0000899243-16-011829
BOULDER BRANDS, INC. · BDBD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E Lewis
Director
Period of report
Jan 15, 2016
Accepted (ET)
Jan 15, 2016 · 5:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001331301
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 15, 2016 | U | 242,003 | $11.00 | D | 25,000 | D | |
| Common StockF1,F2 | Jan 15, 2016 | D | 25,000 | $11.00 | D | 0 | D | |
| Common Stock | Jan 15, 2016 | U | 560,919 | $11.00 | D | 0 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to PurchaseF3 | $7.69 | Jan 15, 2016 | D | 45,000 | D | — | Aug 7, 2018 | Common Stock | 45,000 | 0 | D |
| Option to PurchaseF3 | $9.85 | Jan 15, 2016 | D | 90,000 | D | — | May 21, 2017 | Common Stock | 90,000 | 0 | D |
Explanation of responses
- F1On January 15, 2016, Pinnacle Foods, Inc., a Delaware corporation ("Pinnacle"), acquired the issuer pursuant to the Agreement and Plan of Merger, dated November 24, 2015, by and among Slope Acquisition Inc., a Delaware corporation ("Purchaser"), Pinnacle and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Pinnacle. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock units) was cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration").
- F2This amount reflects shares of common stock relating to previously unvested restricted stock units that were cancelled as described above.
- F3The stock options granted in August 2008 and May 2007, respectively, each vested ratably over four years. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment. As provided in the Merger Agreement, any stock option with an exercise price that is greater than the Merger Consideration was cancelled for no consideration at the Effective Time.