SEC Form 4 · accession 0000899243-17-001824
AEP INDUSTRIES INC · AEPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ira Belsky
Director
Period of report
Jan 20, 2017
Accepted (ET)
Jan 24, 2017 · 1:59 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 | D | 3,744 | — | D | 4,123 | D | |
| Common StockF2 | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $33.67 | Jan 20, 2017 | D | 800 | D | — | — | Common Stock | 800 | 0 | 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.