SEC Form 4 · accession 0001209191-16-095613
PEP BOYS MANNY MOE & JACK · PBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Mitarotonda
Director
Period of report
Feb 4, 2016
Accepted (ET)
Feb 4, 2016 · 10:04 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 | 44,539 | $18.50 | D | 0 | D | |
| Common StockF2,F3 | Feb 4, 2016 | U | 320,705 | $18.50 | D | 0 | I | By Barington Company Equity Partners L.P. |
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)F4 | $9.28 | Feb 4, 2016 | D | 23,576 | D | Feb 4, 2016 | Jun 24, 2016 | Common Stock | 23,576 | 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.
- F2The Reporting Person disclaims benefical ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F3The Reporting Person is the the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of each of Barington Companies Investors, LLC ("Barington Investors"), Barington Companies Advisors, LLC ("Barington Advisors") and Barington Offshore Advisors II, LLC ("Barington Offshore"). Barington Investors is the general partner of Barington Companies Equity Partners, L.P. Barington Advisors is the general partner of Barington Investments, L.P. Barington Offshore is the investment advisor to Barington Companies Offshore Fund, Ltd.
- F4Not applicable.