SEC Form 4 · accession 0001192482-17-000123
Bojangles', Inc. · BOJA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M John Jordan
Officer — Sr. VP of Finance & CFO
Period of report
May 9, 2017
Accepted (ET)
May 10, 2017 · 4:32 pm EDT
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 | May 9, 2017 | M | 56,289 | $2.03 | A | 56,289 | D | |
| Common StockF2 | May 9, 2017 | S | 56,289 | $17.84 | 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 Option (right to buy)F3 | $2.03 | May 9, 2017 | M | 10,000 | D | — | Apr 17, 2022 | Common Stock | 10,000 | 100,000 | D |
| Stock Option (right to buy)F4 | $2.03 | May 9, 2017 | M | 46,289 | D | — | Apr 17, 2022 | Common Stock | 46,289 | 230,888 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F2The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.60 to $18.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3The time based stock options are fully vested and currently exercisable.
- F4Performance 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 greater 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.