SEC Form 4 · accession 0001209191-15-085032
BOOKS A MILLION INC · BAMM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 | 100,000 | — | D | 0 | D | |
| Common Stock, $0.01 par value per shareF2 | Dec 10, 2015 | J | 83,000 | — | D | 0 | I | By the Charles C. Anderson Family Foundation |
| Common Stock, $0.01 par value per shareF2 | Dec 10, 2015 | J | 14,111 | — | D | 0 | I | By Spouse |
Table II — derivative securities
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 "Rollover Letter"), 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.
- F2Pursuant to the Rollover Letter, these shares, valued at $3.25 per share, were contributed to Parent immediately prior to the effectiveness of the Merger in exchange for capital stock in Parent.
Remarks
The reporting person may be deemed to be a member of a "group" (within 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. The reporting person does not have (i) any direct or indirect pecuniary interest in or (ii) the power to vote or dispose of, or the power to direct the vote or disposition of, any Common Stock of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of such group. Accordingly, the reporting person disclaims beneficial ownership of any securities of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of such group, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 under the Securities Exchange Act or otherwise.