SEC Form 4 · accession 0000904454-15-000300
Norcraft Companies, Inc. · NCFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kurt Wanninger
Officer — President, Mid-Continent
Period of report
May 12, 2015
Accepted (ET)
May 13, 2015 · 11:29 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,F2 | May 12, 2015 | U | 82,141 | $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)F3 | $16.00 | May 12, 2015 | U | 131,912 | D | — | — | Common Stock | 131,912 | 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.
- F27,474 of such shares are held in the Reporting Person's IRA account.
- F3In 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.