SEC Form 4 · accession 0001214659-15-002436
Fresh Market, Inc. · TFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey B. Short
Officer — VP-Controller (PAO)
Period of report
Jan 2, 2015
Accepted (ET)
Mar 20, 2015 · 8:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001489979
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock | Jan 2, 2015 | J | 31 | $39.14 | A | 1,959 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to purchaseF2,F3 | $40.98 | Mar 18, 2015 | A | 3,849 | A | — | — | Common stock | 3,849 | 28,258 | D |
| Restricted stock units (RSUs)F6,F4,F5 | — | Mar 18, 2015 | A | 1,756 | A | — | — | Common stock | 1,756 | 4,322 | D |
| Performance sharesF9,F10,F7 | — | Mar 18, 2015 | D | 1,192 | D | — | — | Common stock | 1,192 | 0 | D |
Explanation of responses
- F1This acquisition was made pursuant to The Fresh Market, Inc. Employee Stock Purchase Plan
- F10Total refers to performance shares; excludes other derivative securities beneficially owned as previously disclosed by the Reporting Person.
- F2Options vest in 25% increments on each of the first four anniversaries of the grant date, provided that the holder remains employed by The Fresh Market, Inc. or its affiliates through the relevant vesting date, subject to provisions for termination for cause, retirement, death, disability, and change of control.
- F3The options expire upon the earlier of (a) the tenth anniversary of the date of grant and (b) three months after the holder of the option terminates employment with The Fresh Market, Inc. or its affiliates, subject to provisions for termination for cause, retirement, death, disability, and change of control.
- F4Each RSU represents the right to receive one share of common stock of The Fresh Market, Inc. on the vesting date, provided that the holder of the RSU remains employed by The Fresh Market, Inc. or its affiliates through the relevant vesting date, subject to provisions for death, disability, retirement, and change of control. RSUs include the right to have shares withheld to satisfy tax withholding obligations upon vesting.
- F5878 RSUs will vest in 25% increments on the first, second, third and fourth anniversaries of the grant date, and 878 additional RSUs will vest on the third anniversary of the grant date, provided in each case that the holder of the RSUs remains employed by The Fresh Market, Inc. or its affiliates through the relevant vesting date, subject to provisions for death, disability, retirement, and change of control.
- F6Includes only RSUs; other derivative securities reported separately.
- F7Each performance share represents the contingent right to receive one share of common stock of The Fresh Market, Inc. in the event that a performance goal is satisfied. This goal is based on the Company's cumulative earnings per share, on an excluded items basis, over a three year performance period ending January 25, 2015. The performance goal was not satisfied by the end date, as defined in the Performance Share Award Agreement attached as Exhibit 10.1 to the Form 8-K filed by The Fresh Market, Inc. on March 21, 2012 ("Performance Share Award Agreement"), and the performance shares were forfeited as of March 18, 2015.
- F8Under the terms of the Performance Share Award Agreement, the performance shares were forfeited as of March 18, 2015, without converting to common stock.
- F9Represents the maximum number of shares under the Performance Share Award Agreement.