SEC Form 4 · accession 0001647806-18-000003
Blue Buffalo Pet Products, Inc. · BUFF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Nathenson
Officer — EVP, CFO and Treasurer
Period of report
Apr 24, 2018
Accepted (ET)
Apr 24, 2018 · 4:13 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 | 53,571 | — | 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 UnitsF5,F3,F4 | — | Apr 24, 2018 | D | 5,467 | D | — | — | Common Stock | 5,467 | 0 | D |
| Restricted Stock UnitsF5,F3,F6 | — | Apr 24, 2018 | D | 4,994 | D | — | — | Common Stock | 4,994 | 0 | D |
| Stock Option (Right to Buy)F8,F7 | $25.57 | Apr 24, 2018 | D | 36,207 | D | — | Apr 1, 2026 | Common Stock | 36,207 | 0 | D |
| Stock Option (Right to Buy)F8,F9 | $23.00 | Apr 24, 2018 | D | 33,318 | D | — | Mar 31, 2027 | Common Stock | 33,318 | 0 | D |
| Stock Option (Right to Buy)F8,F10 | $5.60 | Apr 24, 2018 | D | 436,191 | D | — | Dec 18, 2022 | Common Stock | 436,191 | 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").
- F10Reflects an initial option grant with respect to 803,300 shares vested in five equal annual installments beginning on December 18, 2013.
- 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").
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
- F4These RSUs were to vest on April 1, 2019.
- F5Each 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.
- F6These RSUs were to vest on March 31, 2020.
- F7These options were to vest on April 1, 2019.
- F8At 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.
- F9These options were to vest on March 31, 2020.