SEC Form 4 · accession 0001209191-16-095604
PEP BOYS MANNY MOE & JACK · PBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James F Flanagan
Officer — SVP- Chief HR Officer
Period of report
Feb 4, 2016
Accepted (ET)
Feb 4, 2016 · 9:58 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077449
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 4, 2016 | U | 28,485 | $18.50 | D | 0 | D | |
| Common StockF2 | Feb 4, 2016 | U | 2,319 | $18.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F3 | $10.38 | Feb 4, 2016 | D | 26,196 | D | Feb 3, 2016 | Apr 18, 2021 | Common Stock | 26,196 | 0 | D |
| Option (right to buy)F3 | $9.25 | Feb 4, 2016 | D | 33,570 | D | Feb 3, 2016 | Apr 28, 2022 | Common Stock | 33,570 | 0 | D |
| TSR Performance-Based AwardF3 | — | Feb 4, 2016 | D | 3,379 | D | Feb 3, 2016 | — | Common Stock | 5,913 | 0 | D |
| ROIC Performance-Based AwardF3 | — | Feb 4, 2016 | D | 6,758 | D | Feb 3, 2016 | — | Common Stock | 10,137 | 0 | D |
| TSR Performance-Based AwardF3 | — | Feb 4, 2016 | D | 3,798 | D | Feb 3, 2016 | — | Common Stock | 6,647 | 0 | D |
| ROIC Performance-Based AwardF3 | — | Feb 4, 2016 | D | 7,596 | D | Feb 3, 2016 | — | Common Stock | 11,394 | 0 | D |
Explanation of responses
- F1On February 3, 2016, Icahn Enterprises Holdings L.P. acquired the issuer pursuant to that certain agreement and plan of merger, dated December 30, 2015, by and among Icahn Enterprises Holdings L.P., IEP Parts Acquisition LLC and the issuer. At the effective time of the merger, each outstanding share of the issuer's common stock was converted into the right to receive $18.50 in cash (the "per share merger consideration"). In addition, at the effective time of the merger, each outstanding restricted stock unit, performance stock unit and notional investment convertible into the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration. Finally, each outstanding option to acquire the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration less the exercise price of such option.
- F2Represents the number of shares held in the Reporting Person's account under The Pep Boys Employee Stock Purchase Plan.
- F3Not applicable.