SEC Form 4 · accession 0001647799-18-000005
Blue Buffalo Pet Products, Inc. · BUFF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William W Bishop Jr.
Officer — President and CEO · Director
Period of report
Apr 24, 2018
Accepted (ET)
Apr 24, 2018 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609989
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Apr 24, 2018 | D | 575,590 | — | D | 0 | D | |
| Common StockF2,F3 | Apr 24, 2018 | D | 1,343,045 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F4,F5 | — | Apr 24, 2018 | D | 5,085 | D | — | — | Common Stock | 5,085 | 0 | D |
| Restricted Stock UnitsF6,F4,F7 | — | Apr 24, 2018 | D | 12,913 | D | — | — | Common Stock | 12,913 | 0 | D |
| Stock Option (Right to Buy)F9,F8 | $25.57 | Apr 24, 2018 | D | 33,677 | D | — | Apr 1, 2026 | Common Stock | 33,677 | 0 | D |
| Stock Option (Right to Buy)F9,F10 | $23.00 | Apr 24, 2018 | D | 86,142 | D | — | Mar 31, 2027 | Common Stock | 86,142 | 0 | D |
Explanation of responses
- F1On April 24, 2018, General Mills, Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Bravo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of February 22, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
- F10These options were to vest on March 31, 2020.
- F2At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes (the "Merger Consideration").
- F3Reflects shares held by The Orca Trust for the benefit of the Reporting Person's family, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest therein.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
- F5These RSUs were to vest on April 1, 2019.
- F6Each RSU, whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSU to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, less applicable tax withholding.
- F7These RSUs were to vest on March 31, 2020.
- F8These options were to vest on April 1, 2019.
- F9At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less applicable tax withholding.