SEC Form 4 · accession 0001209191-15-086286
Roundy's, Inc. · RNDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A Mariano
Officer — President, CEO and Chairman · Director
Period of report
Dec 18, 2015
Accepted (ET)
Dec 21, 2015 · 9:46 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 $0.01F3 | Dec 18, 2015 | U | 801,679 | $3.60 | D | 0 | I | See Footnote |
| Common Stock, par value $0.01F4 | Dec 18, 2015 | U | 109,722 | $3.60 | D | 0 | I | See Footnote |
| Common Stock, par value $0.01 | Dec 18, 2015 | U | 164,654 | $3.60 | D | 622,264 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | D | 126,054 | $3.60 | D | 496,210 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | D | 496,210 | $3.60 | D | 0 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | A | 192,208 | $3.60 | A | 192,208 | D | |
| Common Stock, par value $0.01 | Dec 18, 2015 | D | 192,208 | $3.60 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF5 | $0.00 | Dec 18, 2015 | D | 48,602 | D | — | Dec 18, 2015 | Common Stock, par value $0.01 | 48,602 | 0 | D |
| Performance UnitsF5 | $0.00 | Dec 18, 2015 | A | 198,408 | A | — | Dec 18, 2015 | Common Stock, par value $0.01 | 198,408 | 198,408 | D |
| Performance UnitsF5 | $0.00 | Dec 18, 2015 | D | 198,408 | D | — | Dec 18, 2015 | Common Stock, par value $0.01 | 198,408 | 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.
- F3The Robert A. Mariano Living Trust is the record owner of these shares. Robert A. Mariano is the trustee of the Robert A. Mariano Living Trust and has sole voting and investment power with respect to the shares held by the Robert A. Mariano Living Trust.
- F4The Nina Gianni Mariano Living Trust is the record owner of these shares. Nina Gianni Mariano is Robert A. Mariano's spouse. Nina Gianni Mariano is the trustee of the Nina Gianni Mariano Living Trust and has sole voting and investment power with respect to the shares held by the Nina Gianni Mariano Living Trust.
- F5Pursuant 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.
- F6Represents shares that were to vest upon satisfaction of performance criteria.
- F7Represents restricted stock units that were to vest upon satisfaction of performance criteria.