SEC Form 4 · accession 0001104659-18-069728
Zoe's Kitchen, Inc. · ZOES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael C Todd
Officer — General Counsel and Secretary
Period of report
Nov 21, 2018
Accepted (ET)
Nov 23, 2018 · 3:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594879
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 21, 2018 | D | 1,216 | $12.75 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $12.75 | Nov 21, 2018 | D | 5,687 | D | — | — | Common Stock | 5,687 | 0 | D |
| Employee Stock Option (right to buy)F2 | $28.16 | Nov 21, 2018 | J | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Employee Stock Option (right to buy)F2 | $35.01 | Nov 21, 2018 | J | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Employee Stock Option (right to buy)F2 | $27.42 | Nov 21, 2018 | J | 5,384 | D | — | — | Common Stock | 5,384 | 0 | D |
| Employee Stock Option (right to buy)F2 | $23.26 | Nov 21, 2018 | J | 13,761 | D | — | — | Common Stock | 13,761 | 0 | D |
| Employee Stock Option (right to buy)F2 | $14.05 | Nov 21, 2018 | J | 13,495 | D | — | — | Common Stock | 13,495 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 16, 2018, by and among Zoe's Kitchen, Inc. (the "Company"), Cava Group, Inc., and Pita Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each outstanding share of Company Common Stock, each Company Restricted Share and Company Restricted Stock Unit Award, vested and accelerated in full and was converted into the right to receive $12.75 in cash (the "Merger Consideration").
- F2At the Effective Time the unexercised options that were previously granted to the Reporting Person were cancelled for no consideration. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration, payment or right to consideration or payment.