SEC Form 4 · accession 0000863157-15-000021

PETSMART INC · PETM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Matthew R. McAdam

Officer — SVP Merchandising

Period of report

Mar 11, 2015

Accepted (ET)

Mar 13, 2015 · 1:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000863157

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Mar 11, 2015	D	1,337	—	D	0	D
Common Stock	Mar 11, 2015	A	6,243	$0.00	A	6,243	D
Common Stock	Mar 11, 2015	A	4,200	$0.00	A	10,443	D
Common Stock	Mar 11, 2015	A	7,844	$0.00	A	18,287	D
Common Stock^F5	Mar 11, 2015	D	6,243	—	D	12,044	D
Common Stock^F6	Mar 11, 2015	D	4,200	—	D	7,844	D
Common Stock^F7	Mar 11, 2015	D	7,844	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F9,F8	$31.75	Mar 11, 2015	D	2,034	D	—	Mar 22, 2017	Common Stock	2,034	D
Non-Qualified Stock Option (right to buy)^F9,F8	$40.78	Mar 11, 2015	D	4,068	D	—	Mar 21, 2018	Common Stock	4,068	D
Non-Qualified Stock Option (right to buy)^F9,F10	$57.80	Mar 11, 2015	D	15,959	D	—	Mar 13, 2019	Common Stock	15,959	D
Non-Qualified Stock Option (right to buy)^F9,F10	$61.98	Mar 11, 2015	D	14,951	D	—	Mar 24, 2020	Common Stock	14,951	D
Non-Qualified Stock Option (right to buy)^F9,F10	$66.94	Mar 11, 2015	D	21,046	D	—	Mar 17, 2021	Common Stock	21,046	D

Explanation of responses

F1Includes the shares of beneficially owned stock which pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 14, 2014, by and among Argos Holdings Inc., Argos Merger Sub Inc. and PetSmart, Inc., were converted into the right to receive a cash payment of $83.00 per share.
F10Options granted pursuant to PetSmart, Inc. 2011 Equity Incentive Plan as amended. The option vests 25% per year for four years commencing one year after the vesting commencement date.
F2Performance share units granted pursuant to the PetSmart 2011 Equity Incentive Plan on March 14, 2012. The performance period is three years with vesting after the completion of the performance period. This grant can be earned at 0% to 200%.
F3Performance share units granted pursuant to the PetSmart 2011 Equity Incentive Plan on March 25, 2013. The performance period is three years with vesting after the completion of the performance period. This grant can be earned at 0% to 200%.
F4Performance share units granted pursuant to the PetSmart 2011 Equity Incentive Plan on March 18, 2014. The performance period is three years with vesting after the completion of the performance period. This grant can be earned at 0% to 200%.
F5Includes performance share units granted under the 2011 Equity Incentive Plan, which would have vested on March 14, 2015. Pursuant to the Merger Agreement, these performance share units were converted into the right to receive a cash payment of $83.00 per unit, with a performance modifier of 163% of target.
F6Includes performance share units granted under the 2011 Equity Incentive Plan, which would have vested on March 25, 2016. Pursuant to the Merger Agreement, these performance share units were converted into the right to receive a cash payment of $83.00 per unit with a performance modifier of 109.6% of target.
F7Includes performance share units granted under the 2011 Equity Incentive Plan, which would have vested on March 18, 2017. Pursuant to the Merger Agreement, these performance share units were converted into the right to receive a cash payment of $83.00 per unit with a performance modifier of 150%.
F8Options granted pursuant to PetSmart, Inc. 2006 Equity Incentive Plan as amended. The option vests 25% per year for four years commencing one year after the vesting commencement date.
F9This stock option was fully vested and cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) $83.00 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.