4//SEC Filing
BOULDER BRANDS, INC. 4
Accession 0000899243-16-011833
CIK 0001331301operating
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 5:55 PM ET
Size
7.4 KB
Accession
0000899243-16-011833
Insider Transaction Report
Form 4
Anson Philip Mark
Chief Commercial Officer
Transactions
- Disposition to Issuer
Option to Purchase
2016-01-15$16.05/sh−150,000$2,407,500→ 0 totalExercise: $16.05Exp: 2023-12-23→ Common Stock (150,000 underlying)
Footnotes (2)
- [F1]On January 15, 2016, Pinnacle Foods, Inc., a Delaware corporation ("Pinnacle"), acquired the issuer pursuant to the Agreement and Plan of Merger, dated November 24, 2015, by and among Slope Acquisition Inc., a Delaware corporation ("Purchaser"), Pinnacle and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Pinnacle. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock was cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration").
- [F2]The stock options granted in December 2013 were scheduled to vest ratably over four years. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment. As provided in the Merger Agreement, any stock option with an exercise price that is greater than the Merger Consideration was cancelled for no consideration at the Effective Time.
Documents
Issuer
BOULDER BRANDS, INC.
CIK 0001331301
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001331301
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 5:55 PM ET
- Size
- 7.4 KB