SEC Form 4 · accession 0000033769-18-000037
BOB EVANS FARMS INC · BOBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Michael Townsley
Officer — President - BEF Foods
Period of report
Jan 4, 2018
Accepted (ET)
Jan 17, 2018 · 5:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000033769
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $.01 Par ValueF1 | Jan 4, 2018 | G | 1,000 | $77.15 | D | 67,816 | D | |
| Common Stock $.01 Par ValueF2 | Jan 12, 2018 | D | 67,816 | $77.00 | D | 0 | D | |
| Common Stock $.01 Par ValueF3 | Jan 12, 2018 | A | 3,707 | $0.00 | A | 3,707 | D | |
| Common Stock $.01 Par ValueF3 | Jan 12, 2018 | D | 3,707 | $77.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4 | — | Jan 12, 2018 | D | 8,095 | D | — | — | Common Stock $.01 Par Value | 8,095 | 0 | D |
Explanation of responses
- F1Represents gifts to charitable organizations.
- F2Pursuant to the Agreement and Plan of Merger, dated as of September 18, 2017 (the Merger Agreement), by and among Bob Evans Farms, Inc. (the Company), Post Holdings, Inc. (Post) and Haystack Corporation, a wholly-owned subsidiary of Post at the effective time of the merger, these shares of Company common stock were converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $77.00.
- F3Pursuant to the Merger Agreement, at the effective time of the merger, each of these performance-based restricted stock units were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $77.00.
- F4Pursuant to the Merger Agreement, at the effective time of the merger, as a result of the Companys determination to cancel the Companys deferred compensation plans, each of these shares of phantom stock were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $77.00.