4//SEC Filing
WESSELS KENNETH J 4
Accession 0001127602-12-021826
CIK 0001039889other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 6:05 PM ET
Size
20.6 KB
Accession
0001127602-12-021826
Insider Transaction Report
Form 4
WESSELS KENNETH J
Director
Transactions
- Disposition to Issuer
Common Stock
2012-07-02$51.50/sh−12,892$663,938→ 0 total - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02$51.50/sh−7,716$397,374→ 0 totalExercise: $43.22→ Common Stock (7,716 underlying) - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02$51.50/sh−15,000$772,500→ 0 totalExercise: $50.05→ Common Stock (15,000 underlying) - Disposition to Issuer
Cash-Settled Stock Appreciation Rights
2012-07-02$51.50/sh−9,898$509,747→ 0 totalExercise: $0.00→ Common Stock (9,898 underlying) - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02$51.50/sh−8,874$457,011→ 0 totalExercise: $38.25→ Common Stock (8,874 underlying) - Disposition from Tender
Common Stock
2012-07-02$51.50/sh−23,000$1,184,500→ 0 total - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02$51.50/sh−15,000$772,500→ 0 totalExercise: $39.54→ Common Stock (15,000 underlying) - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02−15,000→ 0 totalExercise: $53.80→ Common Stock (15,000 underlying)
Footnotes (5)
- [F1]On July 2, 2012, Wok Acquisition Corp. ("Purchaser"), an indirect wholly owned subsidiary of Wok Parent LLC ("Parent"), successfully completed the tender offer for all outstanding shares of the common stock of P.F. Chang's China Bistro, Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated May 1, 2012, as amended by Amendment No. 1, dated June 22, 2012 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the tender offer on July 2, 2012, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director of Issuer, effective on July 2, 2012.
- [F2]In accordance with the terms of the Merger Agreement, the restricted stock units held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash payment equal to $51.50 multiplied by the number of cancelled restricted stock units.
- [F3]In accordance with the terms of the Merger Agreement, the cash-settled stock appreciation rights held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash payment equal to the number of cancelled cash-settled stock appreciation rights multiplied by the difference between the exercise price of the cash-settled stock appreciation right and the per share purchase price of $51.50 in accordance with the Merger Agreement.
- [F4]In accordance with the terms of the Merger Agreement, this stock option was deemed to be fully vested, exercised and cancelled at the effective time of the Merger in exchange for a cash payment equal to the number of option shares multiplied by the difference between $51.50 per share and the exercise price of the stock option.
- [F5]In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $51.50 per share.
Documents
Issuer
P F CHANGS CHINA BISTRO INC
CIK 0001039889
Entity typeother
Related Parties
1- filerCIK 0001219193
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 6:05 PM ET
- Size
- 20.6 KB