SEC Form 4 · accession 0000899243-15-000797

FAMILY DOLLAR STORES INC · FDO

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

Reporting owner

Mary A Winston

Officer — Chief Financial Officer

Period of report

Jul 6, 2015

Accepted (ET)

Jul 7, 2015 · 4:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000034408

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Jul 6, 2015	D	16,761	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F5,F4	$67.50	Jul 6, 2015	D	7,272	D	—	Jun 5, 2017	Common Stock	7,272	D
Employee Stock Option (Right to Buy)^F5,F4	$67.95	Jul 6, 2015	D	8,523	D	—	Oct 9, 2017	Common Stock	8,523	D
Employee Stock Option (Right to Buy)^F5,F4	$68.92	Jul 6, 2015	D	15,135	D	—	Oct 15, 2018	Common Stock	15,135	D
Employee Stock Option (Right to Buy)^F5,F4	$76.97	Jul 6, 2015	D	10,280	D	—	Oct 14, 2024	Common Stock	10,280	D

Explanation of responses

F1On July 6, 2015, Dollar Tree, Inc. ("Dollar Tree") acquired the Issuer pursuant to the Agreement and Plan of Merger between the Issuer, Dollar Tree and Dime Merger Sub, Inc. ("Merger Sub"), dated as of July 27, 2014, as amended from time to time (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Dollar Tree (the "Merger"). The number reported consists of (i) 6,847 shares held directly by the reporting person, (ii) 6,407 shares underlying outstanding performance share rights awards granted under the Issuer's 2006 Incentive Plan (the "Plan") and (iii) 3,507 shares underlying an outstanding restricted stock unit award granted under Plan.
F2Pursuant to the Merger Agreement, on July 6, 2015, (i) each share held directly by the reporting person was exchanged for $59.60 in cash, without interest (the "Cash Consideration"), and 0.2484 shares of Dollar Tree common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"), (ii) each share underlying outstanding performance share rights awards (after net share settlement for tax withholding purposes) converted into a right to receive the Merger Consideration and
F3(Continued from Footnote 2) (iii) the outstanding restricted stock units award was converted into a restricted stock unit award in respect of a number of shares of Dollar Tree common stock determined by multiplying the number of Issuer shares subject to the award by the sum of (A) 0.2484 and (B) the quotient of the Cash Consideration divided by the volume weighted average price per share of Dollar Tree common stock on the Nasdaq Stock Exchange for the consecutive period of twenty trading days beginning on the twenty-third trading day immediately preceding the closing date of the Merger and concluding at the close of trading on the third trading day immediately preceding the closing date of the Merger (calculated in accordance with the Merger Agreement, the "Award Exchange Ratio").
F4Each option becomes exercisable with respect to 40% of the underlying shares on the second anniversary of grant and with respect to an additional 30% on each of the third and fourth anniversaries of grant. The options set forth above were granted on June 5, 2012, October 9, 2012, October 15, 2013 and October 14, 2014, respectively.
F5Pursuant to the Merger Agreement, on July 6, 2015, each Issuer option that was outstanding immediately prior to the effective time was converted into an option to purchase a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Issuer common stock subject to such option by the Award Exchange Ratio for a per share exercise price determined by dividing the original per share exercise price of the option by the Award Exchange Ratio.