SEC Form 4 · accession 0001209191-18-024418
Fogo de Chao, Inc. · FOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas R. Pendergast
Director
Period of report
Apr 5, 2018
Accepted (ET)
Apr 9, 2018 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001627487
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Apr 5, 2018 | D | 16,610 | $15.75 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F3 | $10.78 | Apr 5, 2018 | D | 2,316 | D | — | Dec 5, 2024 | Common | 2,316 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the consummation of the transactions contemplated by the merger agreement between issuer and affiliates of Rhone Capital for cash payment of $15.75 per share on the closing date of the merger.
- F2In connection with the closing of the merger, all restrictions on each share of restricted issuer stock outstanding, including all restrictions related to performance-based vesting conditions, lapsed and all such shares were canceled in exchange for payment of $15.75 per share and retired. Reporting person held 2,567 restricted shares prior to the merger.
- F3This option, which was vested, was canceled in the merger in exchange for the per share cash payment of $4.97, representing the difference between the exercise price of the option and $15.75, the per share merger consideration for the issuer's common stock on the closing date of the merger.