SEC Form 4 · accession 0000899243-15-003975
ANN INC. · ANN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Katherine H Ramundo
Officer — EVP/General Counsel/Secretary
Period of report
Aug 21, 2015
Accepted (ET)
Aug 25, 2015 · 5:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000874214
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 21, 2015 | A | 9,416 | — | A | 71,855 | D | |
| Common StockF2 | Aug 21, 2015 | D | 71,855 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4,F3 | $30.73 | Aug 21, 2015 | D | 20,000 | D | — | Mar 12, 2023 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1This represents performance-vesting restricted stock that vests at target in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of May 17, 2015 (the "Merger Agreement"), by and among ANN INC. (the "Company"), ascena retail group, inc. ("ascena") and Avian Acquisition Corp.
- F2The shares were disposed of in connection with the merger. Upon consummation of the merger, each share of the Company's common stock was converted into the right to receive $37.34 in cash and 0.68 of a share of ascena common stock.
- F3The option to purchase ANN ordinary shares vested or was scheduled to vest in three equal annual installments beginning on the first anniversary of the date of grant.
- F4Pursuant to the terms of the Merger Agreement, each option to purchase ANN shares, whether vested or unvested, was converted into the right to receive the per share merger consideration in respect of each net share underlying the ANN option, less the exercise price of the option.