SEC Form 4 · accession 0000899243-16-019914
CHECKPOINT SYSTEMS INC · CKP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S James Wrigley
Officer — Group Pres, Global Cust Mgmt
Period of report
May 13, 2016
Accepted (ET)
May 13, 2016 · 4:18 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 | May 13, 2016 | D | 61,853 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF2 | — | May 13, 2016 | D | 10,150 | D | — | — | Common Stock | 10,150 | 0 | D |
| Performance RightsF3 | — | May 13, 2016 | D | 20,000 | D | — | — | Common Stock | 20,000 | 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 61,853 shares of common stock were disposed at the Effective Time for the following merger consideration: (a) 23,607 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) 38,246 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.
- F2Represents 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.
- F3Represents performance-based restricted stock units ("PSUs") previously reported on Form 4 filed on March 2, 2016. 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