SEC Form 4 · accession 0001209191-18-024419
Fogo de Chao, Inc. · FOGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Prentiss
Officer — SrVP Corporate Administration
Period of report
Apr 5, 2018
Accepted (ET)
Apr 9, 2018 · 6:38 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 | 26,700 | $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 | $7.64 | Apr 5, 2018 | D | 148,170 | D | — | Jul 20, 2022 | Common Stock | 148,170 | 0 | D |
| Stock Options (right to buy)F4 | $15.27 | Apr 5, 2018 | D | 53,463 | D | — | Jul 20, 2022 | Common Stock | 53,463 | 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 5,748 restricted shares prior to the merger.
- F3This option, which provided for vesting in five annual installments beginning one year after the grant date, was canceled in the merger in exchange for the per share cash payment of $8.11, 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.
- F4This option, which provided for vesting in five annual installments beginning one year after the grant date, was canceled in the merger in exchange for the per share cash payment of $0.48, 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.