SEC Form 4 · accession 0001209191-15-086279
Roundy's, Inc. · RNDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward G. Kitz
Officer — Group VP-LegRsk&Tr & Corp. Sec
Period of report
Dec 18, 2015
Accepted (ET)
Dec 21, 2015 · 9:39 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 | 130,752 | $3.60 | D | 124,922 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | D | 14,186 | $3.60 | D | 110,736 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | D | 110,736 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | A | 24,478 | $3.60 | A | 24,478 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | D | 24,478 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | U | 5,600 | $3.60 | D | 0 | I | By wife. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF3 | $0.00 | Dec 18, 2015 | D | 7,244 | D | — | Dec 18, 2015 | Common Stock, par value $0.01 | 7,244 | 0 | D |
| Performance UnitsF3 | $0.00 | Dec 18, 2015 | A | 35,277 | A | — | Dec 18, 2015 | Common Stock, par value $0.01 | 35,277 | 35,277 | D |
| Performance UnitsF3 | $0.00 | Dec 18, 2015 | D | 35,277 | D | — | Dec 18, 2015 | Common Stock, par value $0.01 | 35,277 | 0 | D |
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 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.
- F4Represents shares that were to vest upon satisfaction of performance criteria.
- F5Represents restricted stock units that were to vest upon satisfaction of performance criteria.