SEC Form 4 · accession 0000899243-17-001811

AEP INDUSTRIES INC · AEPI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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, 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.
• F2An additional 2,000 shares of common stock have been deducted from total holdings since the last Form 4 filing due to the reporting person's election to receive cash in lieu of shares upon the vesting of performance units on January 5, 2016, January 13, 2016, January 5, 2017, and January 17, 2017.
• 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.