4//SEC Filing
Kautz Robert F 4
Accession 0001140361-12-002512
CIK 0001011290other
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 4:42 PM ET
Size
13.0 KB
Accession
0001140361-12-002512
Insider Transaction Report
Form 4
99 CENTS ONLY STORESNYSE: NDN
Kautz Robert F
Exec VP & CFO
Transactions
- Disposition to Issuer
Common Stock
2012-01-13$22.00/sh−82,051$1,805,122→ 0 total - Disposition to Issuer
Common Stock
2012-01-13$22.00/sh−51,333$1,129,326→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2008-01-11−110,678→ 0 totalExercise: $6.58Exp: 2018-01-11→ Common Stock (110,678 underlying) - Disposition to Issuer
Stock Option (right to buy)
2005-11-11−150,000→ 0 totalExercise: $9.54Exp: 2015-11-11→ Common Stock (150,000 underlying)
Footnotes (7)
- [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. Also, each outstanding performance stock unit granted under the Company's equity incentive plans was cancelled as of the effective time of the Merger. The holder of such performance stock unit is entitled to receive a cash payment equal to the product of (i) the number of unforfeited shares of Company common stock subject to the performance stock unit, multiplied by (ii) the $22.00 per share merger consideration, without interest and less any applicable withholding taxes. The 51,333 shares were subject to a performance stock unit award granted to Mr. Kautz on January 11, 2008 and were cancelled in exchange for a cash payment of $1,129,326.
- [F3]The options became exercisable in three equal annual installments beginning on November 11, 2006.
- [F4]Each outstanding stock option granted under the Company's equity incentive plans that represented the right to acquire Company common stock, whether or not then vested and exercisable, was, as of immediately prior to the effective time of the Merger, fully vested and exercisable contingent on the closing of the Merger and cancelled as of the effective time of the Merger. The holder of the stock option is entitled to receive a cash payment for each share of Company common stock subject to such stock option, equal to the excess, if any, of (i) the $22.00 per share merger consideration over (ii) the option exercise price payable in respect of such share of Company common stock issuable under such stock option, without interest and less any applicable withholding taxes.
- [F5]This option was cancelled in exchange for a cash payment of $1,869,000.
- [F6]The options became exercisable in three equal annual installments beginning on January 11, 2009.
- [F7]This option was cancelled in exchange for a cash payment of $1,706,654.76.
Documents
Issuer
99 CENTS ONLY STORES
CIK 0001011290
Entity typeother
Related Parties
1- filerCIK 0001344517
Filing Metadata
- Form type
- 4
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 4:42 PM ET
- Size
- 13.0 KB