SEC Form 4 · accession 0001127602-16-054267
COCA-COLA EUROPEAN PARTNERS US, LLC · CCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phoebe A Wood
Director
Period of report
May 28, 2016
Accepted (ET)
Jun 1, 2016 · 8:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001491675
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 28, 2016 | M | 3,657 | $0.00 | A | 3,657 | D | |
| Common StockF1 | May 28, 2016 | M | 23,305 | $0.00 | A | 26,962 | D | |
| Common StockF1 | May 28, 2016 | M | 18,593 | $0.00 | A | 45,555 | D | |
| Common StockF2 | May 28, 2016 | D | 45,555 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2010 DSU AwardF3 | — | May 28, 2016 | M | 3,657 | D | — | — | Common Stock | 3,657 | 0 | D |
| Phantom StockF4 | — | May 28, 2016 | M | 23,305 | D | — | — | Common Stock | 23,305 | 0 | D |
| Quarterly DSU AwardF3 | — | May 28, 2016 | M | 18,593 | D | — | — | Common Stock | 18,593 | 0 | D |
Explanation of responses
- F1Represents phantom stock units which became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below.
- F245,555 shares of Common Stock were disposed of at the effective time of the merger of Coca-Cola Enterprises, Inc. (the "Company") with and into Coca-Cola European Partners US, LLC, formerly known as Orange MergeCo, LLC ("MergeCo"), on May 28, 2016 (the "Merger"), pursuant to a merger agreement, dated as of August 6, 2015, by and among the Company, Coca-Cola European Partners plc, formerly known as Spark Orange Limited and Coca-Cola European Partners Limited ("CCEP"), Coca-Cola European Partners Holdings US, Inc., formerly known as Orange U.S. HoldCo, LLC, and MergeCo in exchange for (i) 45,555 validly issued, fully paid, non-assessable ordinary shares, nominal value ?0.01 per share, of CCEP and (ii) cash consideration of $14.50 per share of Common Stock.
- F3Phantom stock units credited to the reporting person's Quarterly DSU Award account under the Deferred Compensation Plan for Nonemployee Directors. Payment of the number of shares credited to the account occurs upon the Director's departure from the Board.
- F4Phantom stock units acquired pursuant to a deferred compensation agreement between reporting person and Company, increases to the Director's phantom stock credits under the Deferred Compensation Plan for nonemployee Directors due to deemed reinvestments of hypothetical dividends and/or the aggregation of fractional share units not previously reported. Payment of the number of shares credited to the account occurs upon the Director's departure from the Board.