P F CHANGS CHINA BISTRO INC 4
4 · P F CHANGS CHINA BISTRO INC · Filed Jul 5, 2012
Insider Transaction Report
Form 4
HUDSON DAWN E
Director
Transactions
- Disposition to Issuer
Cash-Settled Stock Appreciation Rights
2012-07-02$51.50/sh−985$50,728→ 0 totalExercise: $0.00→ Common Stock (985 underlying) - Disposition to Issuer
Common Stock
2012-07-02$51.50/sh−8,300$427,450→ 0 total
Footnotes (3)
- [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 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.