SEC Form 4 · accession 0001127602-15-022574

DOLLAR TREE, INC. · DLTR

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

Reporting owner

Jason S Reiser

Officer — Executive VP of Family Dollar

Period of report

Jul 6, 2015

Accepted (ET)

Jul 8, 2015 · 4:06 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000935703

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Jul 6, 2015	A	932	—	A	932	D

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)^F4,F5,F6	$72.52	Jul 6, 2015	A	5,505	A	—	Sep 10, 2018	Common Stock	5,505	5,505	D
Stock Option (right to buy)^F4,F5,F7	$68.92	Jul 6, 2015	A	6,660	A	—	Oct 15, 2018	Common Stock	6,660	6,660	D
Stock Option (right to buy)^F4,F5,F8	$62.08	Jul 6, 2015	A	4,985	A	—	Mar 11, 2019	Common Stock	4,985	4,985	D
Stock Option (right to buy)^F4,F5,F9	$76.97	Jul 6, 2015	A	8,225	A	—	Oct 14, 2024	Common Stock	8,225	8,225	D
Restricted Stock Unit^F10,F11	—	Jul 6, 2015	A	2,806	A	—	—	Common Stock	2,806	2,806	D

Explanation of responses

F1On July 6, 2015, the Issuer, Dollar Tree, Inc. ("Dollar Tree") acquired the Family Dollar Stores ("Family Dollar") pursuant to the Agreement and Plan of Merger between the Issuer, Family Dollar and Dime Merger Sub, Inc. ("Merger Sub"), dated as of July 27, 2014, as amended from time to time (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Family Dollar, with Family Dollar continuing as the surviving corporation and a wholly-owned subsidiary of Dollar Tree (the "Merger").
F10Pursuant to the Merger Agreement, on July 6, 2015, the outstanding restricted stock unit award granted on October 14, 2014 under Family Dollar equity award policy, was coverted into a restricted stock unit award in respect of a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Family Dollar stock by the Award Exchange Ratio of 1.0000.
F11Restricted Stock Unit granted on October 14, 2014 and will fully vest on the third anniversary of grant date.
F2The number reported includes (i) 97 shares held directly by the reporting person and (ii) 835 shares underlying outstanding performance share rights awards granted under Family Dollar's 2006 Incentive Plan.
F3Pursuant to the Merger Agreement, on July 6, 2015, the reporting person received $59.60 in cash (the "Cash Consideration"), and 0.2484 shares of Dollar Tree common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration") for each share of Family Dollar common stock held directly by the reporting person and each share of Family Dollar common stock underlying performance share rights awards (after net share settlement for tax withholding purposes) was converted into a right to receive the Merger Consideration.
F4Pursuant to the Merger Agreement dated July 6, 2015, each option to purchase shares of Family Dollar common stock that was outstanding immediately prior to the Effective Time was converted into an option to purchase a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Family Dollar common stock subject to such option by the Award Exchange Ratio of 1.000, at an exercise price per share determined by dividing the orginal per share exercise price of the option by the Award Exchange Ratio of 1.000.
F5Each option becomes exercisable with respect to 40% of the underlying shares on the second anniversary of grant and with respect to an additional 30% on each of the third and fourth anniversaries of grant.
F6Granted on September 10, 2013.
F7Granted on October 15, 2013.
F8Granted on March 11, 2014.
F9Granted on October 14, 2014.