SEC Form 4 · accession 0000899243-17-021962
VCA INC · WOOF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil Tauber
Officer — Senior VP
Period of report
Sep 9, 2017
Accepted (ET)
Sep 12, 2017 · 8:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000817366
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | Sep 9, 2017 | F | 534 | $92.97 | D | 138,243 | D | |
| Common Stock, par value $0.001 per shareF2 | Sep 12, 2017 | A | 15,470 | $0.00 | A | 153,713 | D | |
| Common Stock, par value $0.001 per share | Sep 12, 2017 | D | 153,713 | $93.00 | D | 0 | D | |
| Common Stock, par value $0.001 per shareF3 | Sep 12, 2017 | D | 15,909 | $93.00 | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the number of shares of common stock withheld by the Issuer to pay the tax liability of the Reporting Person in connection with the settlement of vested restricted stock units previously granted to the Reporting Person.
- F2Represents the acquisition of 15,470 shares underlying performance based restricted stock units that were accelerated and fully vested in accordance with the terms of the Agreement and Plan of Merger, dated as of January 7, 2017 (the "Merger Agreement"), by and among the Issuer, MMI Holdings, Inc., Venice Merger Sub Inc., and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated.
- F3These shares were held for the account of a trust (the "Trust") established for the benefit of the Reporting Person's child and of which the Reporting Person's brother is trustee. The Reporting Person continues to report beneficial ownership of the shares held for the account of the Trust but disclaims beneficial ownership except to the extent of his pecuniary interest therein.