4//SEC Filing
Smith Eugene M. 4
Accession 0001104659-19-036683
CIK 0001563407other
Filed
Jun 19, 8:00 PM ET
Accepted
Jun 20, 4:10 PM ET
Size
14.5 KB
Accession
0001104659-19-036683
Insider Transaction Report
Form 4
Smith Eugene M.
VP and Treasurer
Transactions
- Disposition to Issuer
Common stock (par value $0.001)
2019-06-20$6.50/sh−5,873$38,175→ 0 total - Disposition to Issuer
Stock option (right to buy)
2019-06-20$1.23/sh−13,490$16,593→ 0 totalExercise: $5.27Exp: 2023-02-01→ Common stock (13,490 underlying) - Disposition from Tender
Common stock (par value $0.001)
2019-06-18$6.50/sh−30,500$198,250→ 0 total - Disposition to Issuer
Common stock (par value $0.001)
2019-06-20$6.50/sh−20,707$134,596→ 0 total - Disposition to Issuer
Stock option (right to buy)
2019-06-20$1.23/sh−26,790$32,952→ 0 totalExercise: $5.27Exp: 2023-03-19→ Common stock (26,790 underlying)
Footnotes (5)
- [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 18, 2019 Purchaser accepted the 30,500 disposed shares that were tendered pursuant to Purchaser's tender offer for all of the outstanding shares of issuer's common stock at a purchase price of $6.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes.
- [F2]Pursuant to the Merger Agreement, on June 20, 2019 the 5,873 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.
- [F3]Pursuant to the Merger Agreement, on June 20, 2019 the 20,707 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. Smith and Parent, the remaining 50% of such cash payment payable when such shares of restricted stock would have vested.
- [F4]This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $16,592.70, 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.
- [F5]This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $32,951.70, 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.
Documents
Issuer
Smart & Final Stores, Inc.
CIK 0001563407
Entity typeother
Related Parties
1- filerCIK 0001613776
Filing Metadata
- Form type
- 4
- Filed
- Jun 19, 8:00 PM ET
- Accepted
- Jun 20, 4:10 PM ET
- Size
- 14.5 KB