SEC Form 4 · accession 0000791519-17-000127
STAPLES INC · SPLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christine T Komola
Officer — Chief Financial Officer
Period of report
Jul 5, 2017
Accepted (ET)
Sep 12, 2017 · 4:14 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 StockF2 | Jul 5, 2017 | J | 1,241 | $0.00 | D | 126,604 | D | |
| Common Stock | Jul 5, 2017 | J | 1,241 | $0.00 | A | 207,968 | I | Christine T. Komola Trust |
| Common Stock | Sep 12, 2017 | D | 126,604 | $10.25 | D | 0 | D | |
| Common Stock | Sep 12, 2017 | D | 207,968 | $10.25 | D | 0 | I | Christine T. Komola Trust |
| Common Stock | Sep 12, 2017 | D | 14,028 | $10.25 | D | 0 | I | John A. Komola Trust |
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 SERPF5,F7 | — | Sep 12, 2017 | D | 2,186 | D | — | — | Common Stock | 2,186 | 0 | D |
| Phantom Stock Unit 401(k)F8,F7 | — | Sep 12, 2017 | D | 1,629 | D | — | — | Common Stock | 1,629 | 0 | D |
Explanation of responses
- F1Transfer from a direct holding to an indirect holding.
- F2ESPP - Adjusted to reflect additional shares acquired through reporting person's participation in Staples Employee Stock Purchase Plan.
- F3Pursuant 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.
- F4Disposed 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.
- F5Phantom 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 and reflects acquisitions resulting from dividend reinvestment feature.
- F6At 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.
- F7See Table II, Column 2.
- F8Phantom 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.