SEC Form 4 · accession 0000791519-17-000124
STAPLES INC · SPLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil Ringel
Officer — President NA Delivery
Period of report
Sep 12, 2017
Accepted (ET)
Sep 12, 2017 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000791519
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 12, 2017 | D | 14,686 | $10.25 | D | 130,774 | D | |
| Common Stock | Sep 12, 2017 | D | 130,774 | $10.25 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock Unit SERPF3,F5 | — | Sep 12, 2017 | D | 781 | D | — | — | Common Stock | 781 | 0 | D |
| Phantom Stock Unit 401(k)F6,F5 | — | Sep 12, 2017 | D | 637 | D | — | — | Common Stock | 637 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger dated as of June 28, 2017 among issuer, Arch Parent Inc. and Arch Merger Sub Inc. (the "Merger Agreement"), pursuant to which Arch Merger Sub Inc. merged with and into the issuer (the "Merger") effective as of September 12, 2017.
- F2Pursuant to the Merger Agreement, restricted stock units outstanding immediately prior to the effective time of the Merger were canceled and converted into the contingent right to receive an amount in cash equal to $10.25 per underlying share on the earlier of (i) the date on which the original vesting conditions applicable to the award (taking into account any accelerated vesting provisions to which the award is subject) are satisfied or (ii) 180 days following the closing date, subject, in each case, to the reporting person's continuous service to the issuer through the applicable vesting date.
- F3Phantom Stock Units are held in a SERP and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on August 29, 2017 account statement.
- F4At the effective time of the Merger, the retirement plan investments represented by the phantom stock units were converted into cash equal to $10.25 per underlying share.
- F5See Table II, Column 2.
- F6Phantom Stock Units are held in a 401(k) and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on August 29, 2017 account statement and reflects acquisitions resulting from dividend reinvestment feature.