SEC Form 4 · accession 0000899243-16-019904
CHECKPOINT SYSTEMS INC · CKP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George Babich Jr.
Officer — CEO and President · Director
Period of report
May 13, 2016
Accepted (ET)
May 13, 2016 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000215419
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 13, 2016 | D | 492,239 | — | 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 | $8.79 | May 13, 2016 | D | 120,000 | D | — | May 7, 2022 | Common Stock | 120,000 | 0 | D |
| Performance RightsF4 | — | May 13, 2016 | D | 36,920 | D | — | — | Common Stock | 36,930 | 0 | D |
Explanation of responses
- F1Pursuant to that certain Agreement and Plan of Merger dated March 1, 2016 (the "Merger Agreement") by and among the Issuer, CCL Industries Inc. ("CCL") and a wholly-owned subsidiary of CCL, the Issuer became an indirect wholly-owned subsidiary of CCL upon consummation of the merger (the "Effective Time"). The aggregate holdings of 492,239 shares of common stock were disposed at the Effective Time for the following merger consideration: (a) 325,626 shares of common stock. At the Effective Time, each such share of common stock was disposed of in exchange for $10.15 (or the "Merger Consideration") in cash. (b) 81,565 shares of unvested restricted stock units ("RSUs"). At the Effective Time, each RSU (whether vested or unvested) was canceled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the number of shares covered by such RSU, subject to all applicable withholding taxes.
- F2(Continued from footnote 1) (c) 85,048 shares of common stock acquired under various deferred compensation plans. It is comprised of both shares of common stock and shares of common stock accrued pursuant to a matching provision under such plan. At the Effective Time, each deferred share was converted into a cash balance amount determined by multiplying the number of deferred shares outstanding immediately prior to the Effective Time by $10.15, rounded up to the nearest whole cent.
- F3Pursuant to the procedures set forth in the Merger Agreement, each option vested in full at the Effective Time and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, into the right to receive an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such option, subject to all applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option will be terminated without payment.
- F4Represents performance-based restricted stock units ("PSUs") previously reported on Form 4 filed on March 13, 2014. Pursuant to the provisions of the Merger Agreement, at the Effective Time, each outstanding PSU, was deemed earned at the target level and was cancelled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the target number of shares of common stock subject to the applicable award of PSUs, subject to all applicable withholding taxes.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney