SEC Form 4 · accession 0001284084-19-000012
UNIFIRST CORP · UNF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia Croatti
Officer — Executive VP and Treasurer · Director · 10% Owner
Period of report
Jan 14, 2019
Accepted (ET)
Jan 15, 2019 · 4:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000717954
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 14, 2019 | M | 4,000 | $69.05 | A | 6,883 | D | |
| Common Stock | Jan 14, 2019 | M | 4,000 | $102.90 | A | 10,883 | D | |
| Common Stock | Jan 14, 2019 | D | 6,375 | $137.53 | D | 4,508 | D | |
| Common StockF1,F2 | Jan 15, 2019 | S | 1,625 | $137.50 | D | 2,883 | D | |
| Common StockF3 | holding | — | — | — | 68,534 | I | By LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation Right | $69.05 | Jan 14, 2019 | M | 4,000 | D | Oct 22, 2017 | Oct 23, 2022 | Common Stock ($0.10 par value) | 4,000 | 0 | D |
| Stock Appreciation Right | $102.90 | Jan 14, 2019 | M | 4,000 | D | Oct 28, 2018 | Oct 29, 2023 | Common Stock ($0.10 par value) | 4,000 | 8,000 | D |
| Class B Common StockF5,F6,F7,F4 | — | holding | — | — | — | — | — | Common Stock ($0.10 par value) | 52,374 | 52,374 | I |
| Class B Common StockF7,F8,F9,F10,F4 | — | holding | — | — | — | — | — | Common Stock ($0.10 par value) | 1,688,694 | 1,688,694 | I |
Explanation of responses
- F1Represents shares sold pursuant to a Rule 10b5-1 sales plan.
- F10Ronald D. Croatti's children are beneficiaries of certain trusts which hold limited partnership interests in The Queue Limited Partnership. Certain of the trusts which hold limited partnership interests in The Queue Limited Partnership also own some of the reported shares directly.
- F2Consists of 1,332 restricted stock units that vest 100% on December 20, 2022 and 1,551 restricted stock units that vest 100% on October 22, 2023.
- F3Cynthia Croatti is the manager of Trilogy Investment Partners LLC, which as of the date of filing this report, directly owns the reported securities. Cynthia Croatti disclaims beneficial ownership of these reported securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
- F4Each share of Class B Common Stock is convertible at any time by the holder into one share of Common Stock. Each share of Class B Common Stock automatically converts into one share of Common Stock upon transfer to a recipient that is not a permitted transferee or upon termination of the Class B Common Stock, in each case in accordance with the terms of the charter of UniFirst Corporation.
- F5Includes 4,374 shares owned directly by The Marie Croatti QTIP Trust. Cynthia Croatti is trustee of The Marie Croatti QTIP Trust. Cynthia Croatti disclaims beneficial ownership of these reported securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
- F6Cynthia Croatti is a trustee of The Samuel E. Brown Gallo Trust - 1989 and The Nicholas C. Brown Gallo Trust - 1989, which as of the date of filing this report, each directly owns a portion of an aggregate of 48,000 shares of Class B Common Stock. Cynthia Croatti disclaims beneficial ownership of these reported securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that she is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
- F7Each of the aforementioned reporting persons disclaims beneficial ownership of these reported securities, except to the extent of his, her or its pecuniary interest therein, if any, and this report shall not be deemed an admission that such persons are the beneficial owners of these securities for purposes of Section 16 or any other purpose.
- F8Includes 1,015,717 shares owned directly by The Red Cat Limited Partnership and 3 shares owned directly by Red Cat Management Associates, Inc. Red Cat Management Associates, Inc. is the general partner of The Red Cat Limited Partnership. The Ronald D. Croatti Trust - 1993 and Cynthia Croatti are the sole shareholders of Red Cat Management Associates, Inc. and Carol Croatti and Cynthia Croatti are the directors of Red Cat Management Associates, Inc. Cynthia Croatti and Cecelia Levenstein are trustees, co-trustees and in the case of Cynthia Croatti a beneficiary of certain trusts which hold limited partnership interests in The Red Cat Limited Partnership. Ronald D. Croatti's children are beneficiaries of a trust which holds a limited partnership interest in The Red Cat Limited Partnership. Certain of the trusts which hold limited partnership interests in The Red Cat Limited Partnership also own some of the reported shares directly.
- F9Includes 672,775 shares owned directly by The Queue Limited Partnership and 199 shares owned directly by Queue Management Associates, Inc. Queue Management Associates, Inc. is the general partner of The Queue Limited Partnership. The Ronald D. Croatti Trust 1993 (of which Carol Croatti and Matthew Croatti are the trustees and Carol Croatti is the beneficiary), Cynthia Croatti and Cecilia Levenstein are the sole shareholders of Queue Management Associates, Inc., and Carol Croatti, Cynthia Croatti and Cecelia Levenstein are the directors of Queue Management Associates, Inc. Cynthia Croatti and Cecelia Levenstein are trustees, co-trustees and in some cases beneficiaries, and in some cases their children are beneficiaries, of various trusts which hold limited partnership interests in The Queue Limited Partnership.