SEC Form 4 · accession 0001144204-16-126867
GOLDEN ENTERPRISES INC · GLDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark W McCutcheon
Officer — CEO and President · Director
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 7:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000042228
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 30, 2016 | S | 3,816 | $12.00 | D | 0 | I | See Footnote |
| Common StockF2 | Sep 30, 2016 | S | 5,231,128 | $12.00 | D | 0 | I | By SYB, Inc. |
| Common StockF2 | Sep 30, 2016 | S | 600,279 | $12.00 | D | 0 | I | By Testamentary Marital Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3,F4 | $3.84 | Sep 30, 2016 | S | 50,000 | D | Apr 23, 2016 | Apr 9, 2016 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1Owned by 401(k) Plan account for the benefit of Mark W. McCutcheon.
- F2Mr. McCutcheon serves on the Voting Committee created under the Will of and the SYB, Inc. Common Stock Trust created by Sloan Y. Bashinsky, Sr. (AMr. Bashinsky@). The Voting Committee voted the shares of Issuer=s stock owned by the Marital Trust created by the Will of Mr. Bashinsky and the shares owned by SYB, Inc. As part of a merger of Golden Enterprises, Inc. with an unrelated entity, SYB, Inc. and the Marital Trust have sold all Shares of Common Stock of the Issuer and the Voting Committee ceased to exist. Mr. McCutcheon disclaims beneficial ownership of such Shares and proceeds therefrom.
- F3Issuer is merging with an unrelated third party and upon merger stock options will be cancelled, whether or not vested, and the option holder will be paid an amount equal to $12.00 minus the per share exercise price multiplied by the number of stock options.
- F4The stock options vested in two unequal installments beginning on 4/23/2016.