SEC Form 4 · accession 0001214659-16-011030

Fresh Market, Inc. · TFM

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

Reporting owner

Ray D Berry

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^F1,F2	Apr 27, 2016	J	1,974,481	—	D	0	I	By the Paiko Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted stock units^F3,F4	—	Apr 27, 2016	D	2,768	D	—	—	Common stock	2,768	0	D

Explanation of responses

F1Pursuant to a Rollover, Contribution and Exchange Agreement and accompanying side letter (the "Rollover Agreement"), among Pomegranate Parent Holdings, Inc. ("Parent"), as assignee, the reporting person and affiliates of the reporting person (the "Rollover Stockholders"), the Rollover Stockholders contributed these shares to TFM2, LLC which subsequently contributed these shares to Parent in exchange for a number of shares of Parent's common stock calculated pursuant to the Rollover Agreement, effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Parent and Pomegranate Merger Sub, Inc. (the "Merger Agreement")), at a value of $28.50 per share.
F2Reporting person is trustee and beneficiary.
F3Each 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.
F4The 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 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.