SEC Form 4 · accession 0000904454-15-000294
Norcraft Companies, Inc. · NCFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Buller
Officer — Chief Executive Officer · Director
Period of report
May 12, 2015
Accepted (ET)
May 13, 2015 · 11:19 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001582616
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 12, 2015 | U | 525,629 | $25.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Statutory Stock Option (Right to Buy)F2 | $16.00 | May 12, 2015 | U | 405,882 | D | — | — | Common Stock | 405,882 | 0 | D |
Explanation of responses
- F1These shares were exchanged for Common Stock from units of Norcraft Companies LLC, on a one-to-one basis, pursuant to an exchange agreement between the holders of units of Norcraft Companies LLC and the Issuer, and tendered in the offer by Tahiti Acquisition Corp. to purchase all outstanding Common Stock in accordance with the Tender and Support Agreement executed on March 30, 2015.
- F2In connection with the terms of the tender offer by Tahiti Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Fortune Brands Home & Security, Inc., a Delaware corporation, to purchase all of the outstanding Common Stock of the Issuer, at a price of $25.50 per share, the vesting of all outstanding stock options was accelerated and the options were canceled in exchange for the right to a cash payment equal to the product of (x) the total number of shares subject to the option multiplied by (y) the excess, if any, of $25.50 over the exercise price of the option.