SEC Form 4 · accession 0000899243-15-003977

ANN INC. · ANN

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

Reporting owner

Officer — EVP, COO & CFO

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 Stock^F1	Aug 21, 2015	A	15,766	—	A	354,856	D
Common Stock^F3,F2	Aug 21, 2015	D	354,856	—	D	0	D
Common Stock^F2	Aug 21, 2015	D	10,100	—	D	0	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F6,F4	$32.36	Aug 21, 2015	D	27,000	D	—	Sep 17, 2017	Common Stock	27,000	D
Employee Stock Option (Right to Buy)^F6,F4	$23.92	Aug 21, 2015	D	30,000	D	—	Mar 12, 2018	Common Stock	30,000	D
Employee Stock Option (Right to Buy)^F6,F4	$23.22	Aug 21, 2015	D	15,000	D	—	Jul 10, 2018	Common Stock	15,000	D
Employee Stock Option (Right to Buy)^F6,F5	$2.82	Aug 21, 2015	D	50,000	D	—	Mar 10, 2019	Common Stock	50,000	D
Employee Stock Option (Right to Buy)^F6,F5	$7.32	Aug 21, 2015	D	25,000	D	—	Jun 1, 2019	Common Stock	25,000	D
Employee Stock Option (Right to Buy)^F6,F5	$14.08	Aug 21, 2015	D	25,000	D	—	Sep 1, 2019	Common Stock	25,000	D
Employee Stock Option (Right to Buy)^F6,F5	$19.58	Aug 21, 2015	D	20,000	D	—	Mar 16, 2020	Common Stock	20,000	D
Employee Stock Option (Right to Buy)^F6,F5	$27.74	Aug 21, 2015	D	15,000	D	—	Mar 15, 2021	Common Stock	15,000	D
Employee Stock Option (Right to Buy)^F6,F5	$27.85	Aug 21, 2015	D	22,500	D	—	Mar 13, 2022	Common Stock	22,500	D

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.
F3Includes holdings of approximately 11,178 shares in the Company's Associate Discount Stock Purchase Plan.
F4The option to purchase ANN ordinary shares vested or was scheduled to vest in four equal annual installments beginning on the first anniversary of the date of grant.
F5The 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.
F6Pursuant 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.