4//SEC Filing
GOLD DAVID 4
Accession 0001140361-12-002509
CIK 0001011290other
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 4:40 PM ET
Size
9.7 KB
Accession
0001140361-12-002509
Insider Transaction Report
Form 4
99 CENTS ONLY STORESNYSE: NDN
GOLD DAVID
DirectorChairman of the Board10% Owner
Transactions
- Disposition to Issuer
Common Stock
2012-01-13−1,818,181→ 7,381,224 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2012-01-13$22.00/sh−7,381,224$162,386,928→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2012-01-13$22.00/sh−6,865,973$151,051,406→ 0 total(indirect: See footnote)
Footnotes (5)
- [F1]Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub").
- [F2]As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes.
- [F3]Beneficially owned through Au Zone Investments #2, L.P., a limited partnership in which the reporting person has a limited partnership interest and an interest in the partnership's general partner.
- [F4]In connection with the Merger, the reporting person contributed 1,818,181 shares of Company common stock, valued at $22.00 per share, to Parent prior to the consummation of the Merger in accordance with the terms of that certain equity rollover letter, dated October 11, 2011, by and among Parent, the reporting person and certain other rollover investors. In exchange for the 1,818,181 shares of Company common stock, the reporting person received shares of capital stock representing approximately 6.3% of the aggregate common stock of Parent as of the closing.
- [F5]Beneficially owned through The Gold Revocable Trust dated October 26, 2005, a revocable trust in which the reporting person and his spouse are co-trustees.
Documents
Issuer
99 CENTS ONLY STORES
CIK 0001011290
Entity typeother
Related Parties
1- filerCIK 0001096974
Filing Metadata
- Form type
- 4
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 4:40 PM ET
- Size
- 9.7 KB