SEC Form 4 · accession 0001214659-16-011027
Fresh Market, Inc. · TFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matt T Argano
Officer — SVP - Human Resources
Period of report
Apr 22, 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 22, 2016 | U | 4,854 | $28.50 | D | 0 | D | |
| Common stockF3 | Apr 27, 2016 | D | 352 | $28.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to purchaseF5,F6,F7 | $18.69 | Apr 27, 2016 | D | 12,059 | D | — | — | Common stock | 12,059 | 0 | D |
| Restricted stock unitsF8,F10 | — | Apr 27, 2016 | D | 240 | D | — | — | Common stock | 240 | 0 | D |
| Restricted stock unitsF8,F11 | — | Apr 27, 2016 | D | 1,149 | D | — | — | Common stock | 1,149 | 0 | D |
| Restricted stock unitsF8,F12 | — | Apr 27, 2016 | D | 1,674 | D | — | — | Common stock | 1,674 | 0 | D |
| Restricted stock unitsF8 | — | Apr 27, 2016 | D | 2,232 | D | Feb 4, 2018 | Feb 4, 2018 | Common stock | 2,232 | 0 | D |
| Restricted stock unitsF8 | — | Apr 27, 2016 | D | 12,432 | D | Dec 2, 2017 | Dec 2, 2017 | Common stock | 12,432 | 0 | D |
| Restricted stock unitsF8,F13 | — | Apr 27, 2016 | D | 4,574 | D | — | — | Common stock | 4,574 | 0 | D |
| Performance stock unitsF15,F14,F16 | — | Apr 27, 2016 | D | 6,099 | D | — | — | Common stock | 6,099 | 0 | D |
Explanation of responses
- 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. at the Effective Time as defined in the Merger Agreement (the "Effective Time") was converted into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration").
- F10The RSUs were granted on June 12, 2012 and vest in 25% increments on the first four anniversaries of the grant date.
- F11The RSUs were granted on March 27, 2014 and vest in 25% increments on the first four anniversaries of the grant date.
- F12The RSUs were granted on February 4, 2015 and vest in 25% increments on the first four anniversaries of the grant date.
- F13The RSUs were granted on February 3, 2016 and vest in 25% increments on the first four anniversaries of the grant date.
- F14Each performance share unit ("PSU") represents the contingent right to receive, on the vesting date, one share of common stock of The Fresh Market, Inc. to the extent that a performance goal is satisfied. The number of PSUs stated on this line represents the target number of shares of common stock that may be received; the actual number of shares may be higher or lower than the target depending on the extent to which the threshold and target performance goals are met or exceeded. The performance goal is based on The Fresh Market, Inc.'s financial performance over a one-year performance period ending January 29, 2017.
- F15Pursuant to the Merger Agreement, each PSU granted in calendar year 2016 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 greater of (i) the product of (A) target amount of shares of common stock that may be received and (B) the Merger Consideration (such product, the "Target Level Amount") or (ii) the product of (A) the number of shares of common stock that would be earned based on the financial results for the fiscal quarters completed prior to the Effective Time, as measured against prorated performance goals for the period from the beginning of the performance period through the last day of the most recently completed fiscal quarter prior to the Effective Time and (B) the Merger Consideration. In this case, the holder became entitled to the Target Level Amount.
- F16The PSUs vest and convert to common stock as of January 27, 2019, provided that the holder remains employed by The Fresh Market, Inc. or its affiliates through such date, subject to provisions for death, disability, retirement, and change of control.
- F2On March 25, 2016, Pomegranate Merger Sub, Inc. made an offer to purchase each outstanding share of The Fresh Market, Inc.'s common stock for the Merger Consideration (the "Offer"). The shares shown on this line were tendered in the Offer.
- F3Represents shares of restricted stock issued under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan.
- F4Pursuant to the Merger Agreement, each share of restricted stock outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration.
- F5Pursuant to the Merger Agreement, each option to purchase shares of common stock of The Fresh Market, Inc. (each, a "Company Stock Option"), whether vested or unvested, was, as of the Effective Time, 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 shares of common stock for which such Company Stock Option has not been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option.
- F6The options were granted on February 3, 2016 and vest and become exercisable in 25% increments on the first four anniversaries of the grant date.
- F7The options expire upon the earlier of (a) the tenth anniversary of the date of grant; (b) if the holder's employment with The Fresh Market, Inc. is terminated for Cause as defined in the Option Award Agreement, the date of termination; or (c) if the holder's employment terminates for any other reason, the date that is three months after the date of termination, subject to provisions for death, disability, and retirement.
- F8Each 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 remains employed by The Fresh Market, Inc. through the relevant vesting date, subject to accelerated vesting provisions for death, disability, retirement, and change of control.
- F9Pursuant to the Merger Agreement, each RSU outstanding immediately prior to 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 Merger Consideration.