4//SEC Filing
Roundy's, Inc. 4
Accession 0001104659-15-086112
CIK 0001536035operating
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 8:54 PM ET
Size
8.0 KB
Accession
0001104659-15-086112
Insider Transaction Report
Form 4
Roundy's, Inc.RNDY
KROGER CO
Other
Transactions
- Purchase
Common Stock, par value $0.01 per share
2015-12-18$3.60/sh+14,813,987$53,330,353→ 1,000 total - Purchase
Common Stock, par value $0.01 per share
2015-12-18$3.60/sh+34,553,170$124,391,412→ 1,000 total
Footnotes (4)
- [F1]Shares of Common Stock, par value $0.01 per share (the "Shares"), of Roundy's, Inc. ("Roundy's") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of November 10, 2015 (the "Merger Agreement"), by and among The Kroger Co. ("Kroger"), KS Merger Sub Inc., a wholly owned subsidiary of Kroger ("Acquisition Corp."), and Roundy's (such tender offer, the "Offer"). Prior to the Merger (as defined below), Kroger beneficially owned 2,361,582 Shares (approximately 4.78%).
- [F2]Following the consummation of the Offer, Acquisition Corp. was merged with and into Roundy's, and Roundy's survived the Merger as a wholly-owned subsidiary of Kroger pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Kroger held 1,000 shares of Acquisition Corp., which represented all of the issued and outstanding capital stock of Acquisition Corp. At the effective time of the Merger, each share of Acquisition Corp. was converted into a share of the surviving company's stock, and all previously outstanding Shares held by Kroger were cancelled.
- [F3]Prior to the Merger, Shares were held by Acquisition Corp. As Acquisition Corp was a wholly owned subsidiary of Kroger, Kroger acquired beneficial ownership of the Shares.
- [F4]Reflects all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by Kroger and Acquisition Corp. pursuant to the consummation of the Merger. Pursuant to the Merger, Kroger now beneficially owns all outstanding Shares.
Documents
Issuer
Roundy's, Inc.
CIK 0001536035
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001536035
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 8:54 PM ET
- Size
- 8.0 KB