SEC Form 4 · accession 0001209191-16-156253
CARMIKE CINEMAS INC · CKEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Warren Berkman
Director
Period of report
Dec 21, 2016
Accepted (ET)
Dec 21, 2016 · 10:10 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000799088
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 21, 2016 | M | 5,000 | $6.60 | A | 23,959 | D | |
| Common Stock | Dec 21, 2016 | F | 988 | $33.40 | D | 22,971 | D | |
| Common StockF1 | Dec 21, 2016 | D | 22,971 | — | 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 optionsF2 | $6.60 | Dec 21, 2016 | M | 5,000 | D | — | Nov 3, 2019 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1As of December 21, 2016, Issuer was acquired by AMC Entertainment Holdings, Inc. ("AMC") pursuant to an Amended and Restated Plan of Merger Agreement dated July 24, 2016 (Merger Agreement"), as more fully described in the Issuer Proxy Statement/Prospectus dated October 13, 2016 ("Proxy") and filed by the Issuer with the SEC on October 11, 2016 (the "Merger"). Each outstanding share of Issuer Common Stock was converted either into $33.06 in cash or 1.0819 shares of AMC Class A Common Stock ("Merger Consideration") with cash paid for any fractional shares. The choice of consideration received was at the election of the holder of Issuer equity securities, subject to the limitations described in the Proxy. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
- F2Options were fully vested. Each share of Issuer common stock received in connection with the exercise of the stock options, less shares withheld to pay the exercise price, received the Merger Consideration.