SEC Form 4 · accession 0001209191-17-038404

AdvancePierre Foods Holdings, Inc. · APFH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Operating Officer

Period of report

Jun 6, 2017

Accepted (ET)

Jun 7, 2017 · 6:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001669792

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jun 6, 2017	U	284,567	$40.25	D	115,000	D
Common Stock^F1	Jun 7, 2017	D	115,000	$40.25	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F2	$25.69	Jun 7, 2017	D	37,113	D	—	Aug 26, 2026	Common Stock	37,113	0	D

F1Upon the closing of the merger (the "Merger") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 25, 2017, by and among AdvancePierre Foods Holdings, Inc. (the "Issuer"), Tyson Foods, Inc. and DVB Merger Sub, Inc., each outstanding share of Issuer common stock ("Common Stock") was cancelled and converted into the right to receive a cash payment of $40.25 per share (the "Merger Consideration"), and each outstanding Issuer restricted stock unit was converted into the right to receive an amount of cash equal to the Merger Consideration.
F2Option terms provided for vesting over a three-year period with 1/3 of the options becoming exercisable on each of July 27, 2017, July 27, 2018, and July 27, 2019. Disposed of pursuant to the Merger Agreement whereby each Issuer stock option was canceled and converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over the applicable exercise price of such canceled option.