SEC Form 4 · accession 0001123292-15-000137
Dine Brands Global, Inc. · DIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 9, 2015
Accepted (ET)
Jan 12, 2015 · 4:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000049754
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Dividend Equivalent Rights)F4,F5,F6,F7,F1 | — | Jan 9, 2015 | A | 17 | A | — | — | Common Stock | 17 | 2,065 | I |
| Restricted Stock Units (Dividend Equivalent Rights)F4,F5,F6,F7,F2 | — | Jan 9, 2015 | A | 12 | A | — | — | Common Stock | 12 | 1,496 | I |
| Restricted Stock Units (Dividend Equivalent Rights)F4,F5,F6,F7,F3 | — | Jan 9, 2015 | A | 10 | A | — | — | Common Stock | 10 | 1,271 | I |
Explanation of responses
- F1As previously reported, Howard M. Berk was granted restricted stock units ("RSUs") on February 28, 2012 that will vest on February 28, 2015. Dividend equivalent rights accrued on the previously reported RSUs and will vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of common stock.
- F2As previously reported, Howard M. Berk was granted RSUs on February 26, 2013 that will vest on February 26, 2016. Dividend equivalent rights accrued on the previously reported RSUs and will vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of common stock.
- F3As previously reported, Howard M. Berk was granted RSUs on February 25, 2014 that will vest on February 25, 2017. Dividend equivalent rights accrued on the previously reported RSUs and will vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of common stock.
- F4This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD SBI, L.P. ("MSD SBI") and Michael S. Dell. MSD Capital is the general partner of MSD SBI and may be deemed to beneficially own securities owned by MSD SBI. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. [footnote cont'd]
- F5[continuation] Mr. Berk is an employee of MSD Capital and each reporting person may be deemed to beneficially own securities owned by Mr. Berk.
- F6Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- F7Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.