SEC Form 4 · accession 0001209191-16-156285
CARMIKE CINEMAS INC · CKEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff A Cole
Officer — Vice President & Controller
Period of report
Dec 21, 2016
Accepted (ET)
Dec 21, 2016 · 2:37 pm 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 StockF2 | Dec 21, 2016 | A | 3,566 | $0.00 | A | 25,157 | D | |
| Common StockF1,F3 | Dec 21, 2016 | D | 25,157 | — | 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 OptionsF4 | $25.95 | Dec 21, 2016 | D | 20,000 | D | — | Apr 13, 2017 | Common Stock | 20,000 | 0 | D |
| Stock OptionsF4 | $10.92 | Dec 21, 2016 | D | 4,000 | D | — | Mar 2, 2020 | Common Stock | 4,000 | 0 | D |
| Stock OptionsF4 | $7.34 | Dec 21, 2016 | D | 4,000 | D | — | Mar 11, 2012 | Common Stock | 4,000 | 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.
- F2Issuer outstanding performance shares previously awarded (but not reported under Section 16 because of the performance contingencies) became fully vested under the Merger Agreement without regard to the achievement of the performance criteria. All vested performance shares were then converted into the Merger Consideration. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
- F3Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the Merger Agreement. All vested RSU's were then converted into the Merger Consideration. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
- F4Fully exercisable. Under the Merger Agreement, each outstanding Issuer stock option, whether or not vested or exercisable, became 100% vested and exercisable. Each share of Issuer common stock received in connection with the exercise of the stock options received the Merger Consideration. To the extent an option was not exercised, it was cancelled, and the Issuer paid each holder of such cancelled stock option an amount in cash (less any applicable tax withholdings), determined by multiplying (x) the excess, if any, of $33.06 over the exercise price per share of Issuer common stock by (y) the number of shares of Issuer common stock. If the exercise price exceeded $33.06, then such Issuer stock option was cancelled without any payment of any consideration.