SEC Form 4 · accession 0001179110-16-020798
KEURIG GREEN MOUNTAIN, INC. · GMCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Norman H Wesley
Director
Period of report
Mar 3, 2016
Accepted (ET)
Mar 3, 2016 · 10:44 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000909954
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 3, 2016 | D | 25,860 | $92.00 | D | 0 | D | |
| Common StockF2 | Mar 3, 2016 | D | 10,000 | $92.00 | D | 0 | I | Wesley GST Exempt Trust |
| Common StockF2 | Mar 3, 2016 | D | 317 | $92.00 | D | 0 | I | Sydney Faye Chapman 2012 Trust |
| Common StockF2 | Mar 3, 2016 | D | 317 | $92.00 | D | 0 | I | Norman Wade Chapman 2014 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $18.20 | Mar 3, 2016 | D | 3,997 | D | — | Jul 30, 2022 | Common Stock | 3,997 | 0 | D |
| Stock Option (Right to Buy)F3 | $52.87 | Mar 3, 2016 | D | 1,240 | D | — | Mar 8, 2023 | Common Stock | 1,240 | 0 | D |
| Restricted Stock UnitsF4 | — | Mar 3, 2016 | D | 165 | D | — | — | Common Stock | 165 | 0 | D |
| Phantom Stock UnitsF5 | — | Mar 3, 2016 | D | 3,024 | D | — | — | Common Stock | 3,024 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 6, 2015, by and among the Issuer, Acorn Holdings B.V., Maple Holdings Acquisition Corp. and, solely for purposes of Article IX therein, JAB Holdings B.V.(the "Merger Agreement").
- F2Disposed of pursuant to the Merger Agreement in exchange for $92.00 for each share of the Issuer's common stock held by Reporting Person.
- F3Pursuant to the Merger Agreement, this option was cancelled as of March 3, 2016 in exchange for a cash payment equal to the product of (i) the number of shares of the Issuer's common stock subject to the option multiplied by (ii) the excess of $92.00 over the per share exercise price of the option.
- F4As of the effective date of the Merger, each restricted stock unit, whether vested or unvested, was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such restricted stock unit multiplied by (ii) $92.00 per share.
- F5Pursuant to the Merger Agreement, as of the effective date of the Merger, each phantom stock was canceled and converted into the right to receive an amount of cash, equal to the product of (i) the number of shares of the Issuer's common stock issuable upon conversion of such phantom stock unit multiplied by (ii) $92.00 per share.