SEC Form 4 · accession 0001209191-15-086272
Roundy's, Inc. · RNDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Avy H Stein
Director · 10% Owner
Period of report
Dec 18, 2015
Accepted (ET)
Dec 21, 2015 · 9:32 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001536035
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 | Dec 18, 2015 | U | 32,376 | $3.60 | D | 21,904 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | D | 21,904 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.01F4 | Dec 18, 2015 | U | 3,334,911 | $3.60 | D | 0 | I | See Footnote |
| Common Stock, par value $0.01F5 | Dec 18, 2015 | U | 100,413 | $3.60 | D | 0 | I | See Footnote |
| Common Stock, par value $0.01F6 | Dec 18, 2015 | U | 100,413 | $3.60 | D | 0 | I | See Footnote |
| Common Stock, par value $0.01F7 | Dec 18, 2015 | U | 28,920 | $3.60 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 18, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated November 10, 2015, by and among the Issuer, The Kroger Co. ("Kroger") and KS Merger Sub Inc. ("Merger Sub"), a wholly-owned subsidiary of Kroger (the "Merger Agreement") at the effective time, each outstanding share of Issuer's Common Stock was converted in to the right to receive $3.60 per share (the "Offer Price"). On November 19, 2015, Merger Sub made an offer to purchase each outstanding share of the Issuer's Common Stock (the "Offer") for the Offer Price.
- F2These shares were tendered by Avy H. Stein into the Offer.
- F3Pursuant to the Merger Agreement, immediately prior to the effective time, these restricted stock units were cancelled in exchange for a per unit cash payment equal to the Offer Price, without any interest and subject to any tax withholding.
- F4These shares were tendered by Willis Stein & Partners III Sub, L.P. ("Fund III") into the Offer. Fund III is the record owner of these shares. Willis Stein & Partners Management III, L.P. ("Fund III General Partner") is the sole general partner of Fund III. Willis Stein & Partners Management III, LLC ("Management III") is the sole general partner of Fund III General Partner. John R. Willis and Avy H. Stein ("Managing Partners") are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.
- F5These shares were tendered by Willis Stein & Partners Dutch III-A Sub, L.P. ("Dutch III-A") into the Offer. Dutch III-A is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-A. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.
- F6These shares were tendered by Willis Stein & Partners Dutch III-B Sub, L.P. ("Dutch III-B") into the Offer. Dutch III-B is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-B. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.
- F7These shares were tendered by Willis Stein & Partners III-C Sub, L.P. ("Fund III-C") into the Offer. Fund III-C is the record owner of these shares. Fund III General Partner is the sole general partner of Fund III-C. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.