SEC Form 4 · accession 0001628280-18-013419
Simply Good Foods Co · SMPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clayton C Daley Jr.
Director
Period of report
Oct 29, 2018
Accepted (ET)
Nov 2, 2018 · 2:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001702744
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 29, 2018 | X | 3,333 | $11.50 | A | 58,366 | D | |
| Common StockF1 | Oct 29, 2018 | S$0 | 2,063 | — | D | 56,303 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (Right to Buy)F1 | $11.50 | Oct 29, 2018 | X | 3,333 | D | Aug 6, 2017 | Aug 6, 2022 | Common Stock | 3,333 | 0 | D |
Explanation of responses
- F1On October 4, 2018, the issuer announced that, pursuant to the warrant agreement and in connection with a notice of redemption of the warrants, the issuer elected to require that all of its publicly-traded warrants only be exercised on a cashless basis. Accordingly, holders of the warrants are deemed to pay the $11.50 exercise price by the surrender of 0.61885 of a share of common stock of the issuer that such holder would have been entitled to receive upon a cash exercise of such warrants. Therefore, by virtue of the cashless exercise of the warrants, the reporting person will receive 0.38115 of a share of the issuer's common stock for each warrant surrendered for exercise.
- F2Represents shares withheld by the issuer to cover the exercise price of the warrants in the cashless exercise.