SEC Form 4 · accession 0001495479-18-000075
Bravo Brio Restaurant Group, Inc. · BBRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian T O'Malley
Officer — Chief Executive Officer · Director
Period of report
May 24, 2018
Accepted (ET)
May 24, 2018 · 4:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001495479
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, no par value per shareF1 | May 24, 2018 | D | 126,050 | $4.05 | D | 0 | D | |
| Common Shares, no par value per shareF2 | May 24, 2018 | D | 30,000 | $4.05 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares, no par value per shareF3 | $2.60 | May 24, 2018 | D | 3,307 | D | Oct 21, 2010 | Sep 9, 2019 | Common Shares, no par value per share | 3,307 | 0 | D |
Explanation of responses
- F1The Reporting Person disposed of the shares in exchange for $4.05 per share (the "Merger Consideration") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 7, 2018, among the issuer, Bugatti Parent, Inc. and Bugatti Merger Sub, Inc.
- F2These restricted shares vested in full as of the Merger Agreement closing and the restrictions lapsed. Pursuant to the Merger Agreement, these shares were converted to the Merger Consideration at the effective time of the merger.
- F3These options, which provided for vesting beginning on October 21, 2010, were canceled in the merger in exchange for a cash payment of $2.60 per share, representing the difference between the Merger Consideration and the exercise price of the options.