SEC Form 4 · accession 0001214659-16-011024

Fresh Market, Inc. · TFM

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

Reporting owner

Director

Period of report

Apr 27, 2016

Accepted (ET)

Apr 27, 2016 · 7:00 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	Apr 27, 2016	D	4,076	$28.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted stock units^F2,F3	—	Apr 27, 2016	D	2,768	D	—	—	Common stock	2,768	0	D

F1Pursuant to the terms of the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Pomegranate Holdings, Inc., and Pomegranate Merger Sub, Inc. (the "Merger Agreement"), each outstanding share of common stock of The Fresh Market, Inc. was converted automatically into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration").
F2Each restricted stock unit ("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 continues to provide services to The Fresh Market, Inc. or its affiliates through the relevant vesting date.
F3The RSUs were granted on June 3, 2015 and vest on the earlier of (i) the first anniversary of the grant date and (ii) the first annual meeting of stockholders of The Fresh Market, Inc. after the grant date. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time as defined in the Merger Agreement (the "Effective Time") was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of RSUs immediately prior to the Effective Time and (ii) the Merger Consideration.