SEC Form 4 · accession 0001140361-15-044393
BOOKS A MILLION INC · BAMM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R. Todd Noden
Officer — Executive Vice President & CFO · Other
Period of report
Dec 10, 2015
Accepted (ET)
Dec 14, 2015 · 4:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000891919
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1 | Dec 10, 2015 | J | 272,500 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of July 13, 2015, by and among the Issuer, Family Acquisition Holdings, Inc. ("Parent") and Family Merger Sub, Inc. ("Sub"), on December 10, 2015, Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, in accordance with the terms of that certain rollover letter, dated July 13, 2015, by and among Parent, the reporting person and certain other rollover investors, the reporting person contributed these shares, valued at $3.25 per share, to Parent immediately prior to the effectiveness of the Merger in exchange for capital stock in Parent. These shares included shares underlying restricted stock awards that vested in connection with the Merger.
Remarks
The reporting person may be deemed to be a member of a "group" (witin the meaning of Section 13(d)(3) of the Securities Exchange Act) that owns more than 10% of the Common Stock, par value $0.01 per share (the "Common Stock"), of the Issuer.