SEC Form 4 · accession 0001437749-18-005680
SNYDER'S-LANCE, INC. · LNCE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia A Warehime
Director · 10% Owner
Period of report
Mar 26, 2018
Accepted (ET)
Mar 28, 2018 · 3:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000057528
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| $.83-1/3 par value Common StockF1,F2 | Mar 26, 2018 | D | 8,346,020 | $50.00 | D | 0 | I | By Trust |
| $.83-1/3 par value Common StockF1,F3 | Mar 26, 2018 | D | 1,546,783 | $50.00 | D | 0 | I | By 2017 GRAT |
| $.83-1/3 par value Common StockF1,F4 | Mar 26, 2018 | D | 1,041,345 | $50.00 | D | 0 | I | (4) |
| $.83-1/3 par value Common StockF1,F5 | Mar 26, 2018 | D | 362,135 | $50.00 | D | 0 | I | (5) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7,F8 | $0.00 | Mar 26, 2018 | D | 8,358 | D | — | — | Common Stock | 8,358 | 0 | D |
| Restricted Stock UnitsF6,F9,F10 | $0.00 | Mar 26, 2018 | D | 4,065 | D | — | — | Common Stock | 4,065 | 0 | D |
Explanation of responses
- F1These shares were disposed of in the merger described in the merger agreement, dated December 18, 2017, among Snyder's-Lance, Inc., Campbell Soup Company and Twist Merger Sub Inc. (the "Merger").
- F10These Restricted Stock Units, which would have vested on May 10, 2018 and were deferred until the Reporting Person is no longer serving on the Snyder's-Lance, Inc. Board of Directors, were cancelled in the Merger in exchange for a right to receive $50 per Restricted Stock Unit.
- F2These securities were held by the Patricia A. Warehime Revocable Deed of Trust.
- F3These securities were held by the Warehime 2017 GRAT #1 (the "2017 GRAT") for the benefit of the reporting person and her adult daughters.
- F4Shares beneficially owned by Warehime Enterprises, Inc., of which the Reporting Person is the controlling stockholder.
- F5Shares beneficially owned by MAW Associates, L.P., of which the Reporting Person is the sole member and general partner.
- F6Each Restricted Stock Unit represents a contingent right to receive one share of Snyder's-Lance, Inc. common stock.
- F7Includes 357.584 Restricted Stock Units attributable to acquisitions under the Dividend Reinvestment Plan.
- F8These Restricted Stock Units, which were deferred until the Reporting Person is no longer serving on the Snyder's-Lance, Inc. Board of Directors, were cancelled in the Merger in exchange for a right to receive $50 per Restricted Stock Unit.
- F9Includes 65.365 Restricted Stock Units attributable to acquisitions under the Dividend Reinvestment Plan.