SEC Form 4 · accession 0000899243-17-001819

AEP INDUSTRIES INC · AEPI

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

Reporting owner

John J Powers

Officer — President and COO · Director

Period of report

Jan 20, 2017

Accepted (ET)

Jan 24, 2017 · 1:56 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	A	412	$0.00	A	28,484	D
Common Stock^F2	Jan 20, 2017	D	21,594	—	D	6,890	D
Common Stock^F3	Jan 20, 2017	D	6,890	—	D	0	D
Common Stock^F2	Jan 20, 2017	D	144,391	—	D	0	I	By spouse
Common Stock^F2,F4	Jan 20, 2017	D	20,236	—	D	0	I	2012 Lauren Powers Trust for benefit of Son
Common Stock^F2,F4	Jan 20, 2017	D	22,454	—	D	0	I	2012 Lauren Powers Trust for benefit of Son
Common Stock^F2,F4	Jan 20, 2017	D	25,236	—	D	0	I	2012 Lauren Powers Trust for benefit of Son
Common Stock^F2,F4	Jan 20, 2017	D	25,236	—	D	0	I	2012 Lauren Powers Trust for benefit of Daughter
Common Stock^F2,F5	Jan 20, 2017	D	87,489	—	D	0	I	By spouse as trustee of GRAT #9
Common Stock^F2	Jan 20, 2017	D	4,433	—	D	0	I	ESOP

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 Lauren Powers Trusts for the benefit of her children were established by Mrs. Powers with Mr. Powers as trustee. 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.
F5Grantor Retained Annuity Trust #9 (GRAT #9) was established by Mr. Brendan Barba, and the trustees of the GRAT are Mr. Paul M. Feeney (Executive Vice President, Finance and CFO of AEP) and the two daughters of Mr. Barba (who are also co-beneficiaries of the GRAT.) Mr. Powers is the spouse of one such daughter. 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.