SEC Form 4 · accession 0000899243-18-002622
Amplify Snack Brands, INC · BETR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 2:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001640313
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2,F3,F4 | Jan 31, 2018 | P | 76,739,908 | $12.00 | A | 1,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") entered into on December 17, 2017 by and among Amplify Snack Brands, Inc. ("Issuer"), The Hershey Company ("Parent") and Alphabet Merger Sub Inc. ("Acquisition Sub"), Acquisition Sub commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Issuer ("Common Stock") at a price of $12.00 per share net to the seller in cash (less any required withholding taxes and without interest). The Offer period expired at 12:00 midnight, New York City time, at the end of January 30, 2018 (the "Expiration Time"), at which time approximately 70,483,915 shares of Common Stock had been validly tendered and not withdrawn pursuant to the Offer, including shares tendered pursuant to guaranteed delivery procedures. Such shares of Common Stock were accepted for purchase by Acquisition Sub shortly following the Expiration Time.
- F2(continued from Footnote 1) The shares of Common Stock purchased represented approximately 93.1746% of Issuer's outstanding shares of Common Stock.
- F3On January 31, 2018, pursuant to the terms and conditions of the Merger Agreement, Acquisition Sub merged with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Issuer being the surviving corporation (the "Merger"). The 76,739,908 shares of Common Stock also includes all of the outstanding shares of Common Stock not tendered in the Offer and cancelled pursuant to the consummation of the Merger. At the effective time of the Merger, these shares of Common Stock were cancelled by operation of law pursuant to the Merger. Each share of Common Stock (subject to certain exceptions set forth in the Merger Agreement) was converted into the right to receive $12.00 per share of Common Stock, net to the seller in cash (less any required withholding taxes and without interest).
- F4Prior to the Merger, Parent held 1,000 shares of the common stock of Acquisition Sub, par value $0.0001 per share, which shares represented all of the issued and outstanding capital stock of Acquisition Sub. Upon the effective time of the Merger, each share of Acquisition Sub held by Parent was converted into one share of the surviving corporation, and Acquisition Sub's separate corporate existence ceased. Issuer survived the Merger as a wholly owned subsidiary of Parent.