SEC Form 4 · accession 0000899243-17-001809
AEP INDUSTRIES INC · AEPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Brendan Barba
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Jan 20, 2017
Accepted (ET)
Jan 24, 2017 · 1:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000785787
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 20, 2017 | A | 3,797 | $0.00 | A | 437,680 | D | |
| Common StockF2 | Jan 20, 2017 | D | 376,277 | — | D | 61,403 | D | |
| Common StockF3 | Jan 20, 2017 | D | 61,403 | — | D | 0 | D | |
| Common StockF2 | Jan 20, 2017 | D | 1,948 | — | D | 0 | I | By spouse |
| Common StockF2,F4 | Jan 20, 2017 | D | 51,500 | — | D | 0 | I | 2012 Carolyn Vegliante Children's Trust |
| Common StockF2,F5 | Jan 20, 2017 | D | 51,500 | — | D | 0 | I | 2012 Paul Vegliante Children's Trust |
| Common StockF2,F6 | Jan 20, 2017 | D | 87,489 | — | D | 0 | I | Grantor Retained Annuity Trust (GRAT) #9 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of August 24, 2016, as amended, by and among AEP Industries Inc., Berry Plastics Group, Inc. ("Berry") and certain subsidiaries of Berry (the "Merger Agreement"), at the effective time of the mergers on January 20, 2017, each recipient of performance units for fiscal 2017 earned 2/12ths of such performance unit grant.
- F2Pursuant to the Merger Agreement, at the effective time of the mergers, each share of AEP common stock issued and outstanding immediately prior to the effective time of the mergers was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, $110.00 in cash or 2.5011 shares of Berry common stock.
- F3Pursuant to the Merger Agreement, at the effective time of the mergers, the vesting conditions or restrictions applicable to each outstanding performance unit lapsed (including the performance units acquired as described in footnote (1) above), and each performance unit was converted into the right to receive payment for such performance units in accordance with his or her election. Upon the vesting of performance units at the effective time of the mergers, the reporting person elected to receive a cash payment equal to the product of (A) the closing price of a share of AEP common stock on the Nasdaq Global Select Market on the last full trading day prior to the closing date and (B) the total number of shares of AEP common stock subject to such performance unit.
- F4The 2012 Carolyn Vegliante Children's Trust was established by Ms. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP Industries Inc.) and Mr. Vegliante. The reporting person disclaims beneficial 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 such securities for Section 16 or any other purpose.
- F5The 2012 Paul Vegliante Children's Trust was established by Mr. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP Industries Inc.) and Mrs. Vegliante. The reporting person disclaims beneficial 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 such securities for Section 16 or any other purpose.
- F6Grantor Retained Annuity Trust #9 (GRAT #9) was established by the reporting person, and the trustees for each GRAT are Mr. Paul M. Feeney (Executive Vice President, Finance and CFO of AEP Industries Inc.) and the two daughters of Mr. Barba (who are also co-beneficiaries of each GRAT.)