4//SEC Filing
WELBORN R MICHAEL 4
Accession 0001127602-12-021866
CIK 0001039889other
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 7:03 PM ET
Size
25.2 KB
Accession
0001127602-12-021866
Insider Transaction Report
Form 4
WELBORN R MICHAEL
DirectorExecutive Vice President
Transactions
- 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
Option To Purchase Common Stock
2012-07-02−50,000→ 0 totalExercise: $56.99→ Common Stock (50,000 underlying) - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02$51.50/sh−47,500$2,446,250→ 0 totalExercise: $30.05→ Common Stock (47,500 underlying) - Disposition to Issuer
Cash-Settled Stock-Based Awards
2012-07-02$51.50/sh−25,861$1,331,842→ 0 totalExercise: $0.00→ Common Stock (25,861 underlying) - Disposition to Issuer
Common Stock
2012-07-02−11,262→ 0 total - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02$51.50/sh−41,535$2,139,053→ 0 totalExercise: $33.57→ Common Stock (41,535 underlying) - Disposition to Issuer
Option To Purchase Common Stock
2012-07-02$51.50/sh−19,380$998,070→ 0 totalExercise: $39.51→ Common Stock (19,380 underlying) - Disposition to Issuer
Common Stock
2012-07-02$51.50/sh−7,265$374,148→ 11,262 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
2012-07-02−50,000→ 0 totalExercise: $58.50→ Common Stock (50,000 underlying)
Footnotes (6)
- [F1]On July 2, 2012, P.F. Chang's China Bistro, Inc. ("Issuer") completed the merger 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, Wok Parent LLC ("Parent") and Wok Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which 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 connection with the Merger, the reporting person contributed 11,262 shares of common stock after the completion of the tender offer conducted by Purchaser and prior to the consummation of the Merger pursuant to that certain Contribution Agreement, dated July 2, 2012.
- [F3]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.
- [F4]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.
- [F5]In accordance with the terms of the Merger Agreement, this stock option was cancelled and replaced in the Merger with a right to receive 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, subject to the reporting person satisfying the vesting conditions set forth in the original terms of the stock option.
- [F6]In accordance with the terms of the Merger Agreement, the restricted cash 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 per share multiplied by the number of cancelled restricted cash units.
Documents
Issuer
P F CHANGS CHINA BISTRO INC
CIK 0001039889
Entity typeother
Related Parties
1- filerCIK 0001200569
Filing Metadata
- Form type
- 4
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 7:03 PM ET
- Size
- 25.2 KB