PHEGLEY RICHARD N 4
4 · Smart & Final Stores, Inc. · Filed Jun 20, 2019
Insider Transaction Report
Form 4
PHEGLEY RICHARD N
Senior VP and CFO
Transactions
- Disposition to Issuer
Common stock (par value $0.001)
2019-06-20$6.50/sh−788,299$5,123,944→ 0 total - Disposition to Issuer
Common stock (par value $0.001)
2019-06-20$6.50/sh−105,595$686,368→ 0 total - Disposition to Issuer
Stock option (right to buy)
2019-06-20$1.23/sh−285,570$351,251→ 0 totalExercise: $5.27Exp: 2023-02-01→ Common stock (285,570 underlying)
Footnotes (3)
- [F1]Pursuant to an agreement and plan of merger (the "Merger Agreement") by and among First Street Parent, Inc. a Delaware corporation ("Parent"), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and issuer, on June 20, 2019 the 788,299 disposed shares were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes.
- [F2]Pursuant to the Merger Agreement, on June 20, 2019 the 105,595 disposed shares of restricted stock were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes, with 50% of such cash payment payable effective at the time of the merger, and unless otherwise agreed by Mr. Phegley and Parent, the remaining 50% of such cash payment payable when such shares of restricted stock would have vested.
- [F3]This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $351,251.10, representing the product of (x) the total number of issuer's shares subject to such option immediately prior to the effective time of the merger, multiplied by (y) the excess, if any, of (A) $6.50 over (B) the exercise price payable per share under such option, subject to any applicable withholding taxes.