SEC Form 4 · accession 0001179110-16-019937
CHEESECAKE FACTORY INC · CAKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Overton
Officer — Chairman and C.E.O. · Director
Period of report
Feb 19, 2016
Accepted (ET)
Feb 23, 2016 · 6:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000887596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 19, 2016 | M | 100,000 | $21.17 | A | 2,991,155 | I | By Trust |
| Common StockF2,F1 | Feb 19, 2016 | S | 100,000 | $49.7593 | D | 2,891,155 | I | By Trust |
| Common StockF1 | Feb 19, 2016 | M | 100,000 | $16.48 | A | 2,991,155 | I | By Trust |
| Common StockF2,F1 | Feb 19, 2016 | S | 89,446 | $49.7593 | D | 2,901,709 | I | By Trust |
| Common StockF1 | Feb 19, 2016 | M | 100,000 | $21.42 | A | 3,001,709 | I | By Trust |
| Common StockF2,F1 | Feb 19, 2016 | S | 91,012 | $49.7593 | D | 2,910,697 | I | By Trust |
| Common StockF3 | holding | — | — | — | 183,950 | I | By Trust | |
| Common StockF4 | holding | — | — | — | 60,211 | I | By Trust | |
| Common StockF5 | holding | — | — | — | 126,000 | 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) | $21.17 | Feb 19, 2016 | M | 100,000 | D | Jan 3, 2009 | Jan 3, 2018 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (right to buy) | $16.48 | Feb 19, 2016 | M | 100,000 | D | May 7, 2010 | May 7, 2017 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (right to buy) | $21.42 | Feb 19, 2016 | M | 100,000 | D | Jan 7, 2011 | Jan 7, 2018 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.50 to $50.20, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
- F3Shares held by the David M. Overton 2011 Gift Trust UTA dated 11/23/2011 for the benefit of the reporting person's son. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities.
- F4Shares held by Mr. Overton's spouse as trustee for the Sheila A. Overton Living Trust. The reporting person disclaims beneficial ownership of these securities.
- F5Shares of restricted stock subject to forfeiture.