SEC Form 4 · accession 0000947871-18-000956
Bojangles', Inc. · BOJA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William A Kussell
Officer — Non-Exec Chairman of the Board · Director
Period of report
Dec 7, 2018
Accepted (ET)
Dec 10, 2018 · 11:50 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001630132
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 7, 2018 | M | 323,467 | $2.03 | A | 370,232 | D | |
| Common StockF1 | Dec 7, 2018 | F | 158,914 | $16.10 | D | 211,318 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $2.03 | Dec 7, 2018 | M | 277,178 | D | Aug 18, 2014 | Aug 18, 2014 | Common Stock | 277,178 | 0 | D |
| Stock Option (right to buy)F3 | $2.03 | Dec 7, 2018 | M | 46,289 | D | Dec 6, 2016 | Apr 16, 2022 | Common Stock | 46,289 | 230,888 | D |
Explanation of responses
- F1Reflects 158,914 shares withheld by the issuer at the closing market price of $16.10 per share, less an exercise price of $2.03 to fund the cashless exercise of the 323,467 vested options.
- F2The time based stock options are fully vested and currently exercisable.
- F3Performance based stock options vest on a sliding scale based upon the return on investment of the funds managed by Advent International Corporation (the "Advent Holders") as compared to the Aggregate Advent Investment Amount (i.e., $162,900,210). The 277,177 performance based stock options originally granted to the reporting person will cumulatively vest on the date(s) on which the Advent Holders receive an aggregate amount of net cash proceeds as follows (1) 16.7% for 2 to 2.5 times the Aggregate Advent Investment Amount; (2) 50% for 2.5 to 3 times the Aggregate Advent Investment Amount; (3) 83.3% for 3 to 3.5 times the Aggregate Advent Investment Amount; and (4) 100% for greater than 3.5 times the Aggregate Advent Investment Amount. Currently, 16.7% of the performance based stock options originally granted to the reporting person have vested, all of which were exercised in the transaction reported hereby.