SEC Form 4 · accession 0001567619-18-007615
SONIC CORP · SONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathy L Taylor
Director
Period of report
Dec 3, 2018
Accepted (ET)
Dec 10, 2018 · 3:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000868611
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 3, 2018 | D | 28,252 | $43.50 | D | 13,837 | I | By self as trustee of trust |
| Common Stock | Dec 7, 2018 | D | 13,837 | $43.50 | D | 0 | I | By self as trustee of trust |
| Common Stock | Dec 7, 2018 | D | 1,358 | $43.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Dec 7, 2018 | D | 2,032 | D | — | — | Common Stock | 2,032 | 0 | D |
| Nonqualified Stock Option (right to buy)F1 | $20.58 | Dec 7, 2018 | D | 6,222 | D | — | Jan 16, 2021 | Common Stock | 6,222 | 0 | D |
| Nonqualified Stock Option (right to buy)F1 | $31.29 | Dec 7, 2018 | D | 4,780 | D | — | Jan 29, 2022 | Common Stock | 4,780 | 0 | D |
| Nonqualified Stock Option (right to buy)F1 | $29.37 | Dec 7, 2018 | D | 5,136 | D | — | Jan 28, 2023 | Common Stock | 5,136 | 0 | D |
| Nonqualified Stock Option (right to buy)F1 | $25.40 | Dec 7, 2018 | D | 6,675 | D | — | Jan 19, 2024 | Common Stock | 6,675 | 0 | D |
| Nonqualified Stock Option (right to buy)F1 | $25.84 | Dec 7, 2018 | D | 8,237 | D | — | Jan 31, 2025 | Common Stock | 8,237 | 0 | D |
Explanation of responses
- F1Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated September 24, 2018, by and among the issuer, Inspire Brands, Inc. and SSK Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger as contemplated in the merger agreement, (i) each outstanding share of Company Common Stock, was cancelled and automatically converted into the right to receive $43.50 in cash and (ii) each Company Restricted Stock Unit and each Company Stock Option Award, vested and accelerated in full and was converted into the right to receive $43.50 in cash (or in the case of Company Stock Option Awards, the difference between the exercise price and $43.50).