SEC Form 4 · accession 0000899243-17-001817

AEP INDUSTRIES INC · AEPI

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

Reporting owner

Richard Eugene Davis

Director

Period of report

Jan 20, 2017

Accepted (ET)

Jan 24, 2017 · 1:55 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 Stock^F1	Jan 20, 2017	D	2,163	—	D	4,123	D
Common Stock^F2	Jan 20, 2017	D	4,123	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$42.60	Jan 20, 2017	D	2,000	D	—	—	Common Stock	2,000	D
Stock Option (right to buy)^F3	$27.36	Jan 20, 2017	D	2,000	D	—	—	Common Stock	2,000	D
Stock Option (right to buy)^F3	$17.07	Jan 20, 2017	D	2,000	D	—	—	Common Stock	2,000	D
Stock Option (right to buy)^F3	$27.00	Jan 20, 2017	D	2,000	D	—	—	Common Stock	2,000	D
Stock Option (right to buy)^F3	$28.36	Jan 20, 2017	D	2,000	D	—	—	Common Stock	2,000	D
Stock Option (right to buy)^F3	$33.67	Jan 20, 2017	D	2,000	D	—	—	Common Stock	2,000	D

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. ("AEP"), 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.
F2Pursuant to the Merger Agreement, each restricted stock award that was outstanding immediately prior to the effective time of the mergers fully vested and was cancelled and 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, each outstanding option, whether vested or unvested, was cancelled in exchange for the right to receive the following: (i) a cash payment equal to the excess of (A) the product of (x) fifty percent (50%) of the cash consideration and (y) the total number of shares of AEP common stock underlying such option over (B) the aggregate exercise price of such option; and (ii) a number of shares of Berry common stock equal to the product of (A) fifty percent (50%) of the stock consideration and (B) the total number of shares of AEP common stock underlying such option.