4//SEC Filing
Kraft Heinz Co 4
Accession 0001140361-15-026979
$KHCCIK 0001637459operating
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 6:24 PM ET
Size
18.8 KB
Accession
0001140361-15-026979
Insider Transaction Report
Form 4
El-Zoghbi Georges
COO of US commercial business
Transactions
- Award
Common Stock
2015-07-02+73,429→ 73,429 total - Award
Common Stock
2015-07-02+3→ 3 total(indirect: By Spouse) - Award
Stock Options (right to buy)
2015-07-02+16,720→ 16,720 totalExercise: $32.54From: 2013-02-23Exp: 2022-02-23→ Common Stock (16,720 underlying) - Award
Stock Options (right to buy)
2015-07-02+50,757→ 50,757 totalExercise: $38.63From: 2014-02-25Exp: 2023-02-25→ Common Stock (50,757 underlying) - Award
Stock Options (right to buy)
2015-07-02+52,212→ 52,212 totalExercise: $45.59From: 2015-02-27Exp: 2024-02-27→ Common Stock (52,212 underlying) - Award
Stock Options (right to buy)
2015-07-02+61,110→ 61,110 totalExercise: $52.70From: 2016-02-26Exp: 2025-02-26→ Common Stock (61,110 underlying)
Footnotes (6)
- [F1]Includes 41,235 shares of common stock, 23,707 restricted stock units and 8,487 deferred compensation units.
- [F2]Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 24, 2015 (the "Merger Agreement"), among H.J. Heinz Holding Corporation ("Heinz"), Kite Merger Sub Corp., Kite Merger Sub LLC and Kraft Foods Group, Inc. ("Kraft"), upon the completion of the merger as contemplated by the Merger Agreement, each share of Kraft's common stock held by the reporting person was converted into the right to receive one share of common stock of the combined company, The Kraft Heinz Company ("Kraft Heinz"), and a special cash dividend of $16.50 per share (the "Special Dividend") of Kraft common stock.
- [F3]Pursuant to the Merger Agreement, upon completion of the merger, each Kraft restricted stock unit held by the reporting person was converted into the right to receive one Kraft Heinz restricted stock unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft restricted stock unit and a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger.The Kraft Heinz restricted stock units will continue to vest and be settled in accordance with the terms and conditions as were applicable under such Kraft restricted stock units immediately prior to the completion of the merger.
- [F4]Pursuant to the Merger Agreement, upon completion of the merger, each Kraft deferred compensation unit held by the reporting person was converted into the right to receive one Kraft Heinz deferred compensation unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft deferred compensation unit and the right to receive a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger. The Kraft Heinz deferred compensation units will be subject to the same terms and conditions as were applicable under such Kraft deferred compensation units immediately prior to the completion of the merger.
- [F5]Pursuant to the Merger Agreement, upon completion of the merger, each Kraft stock option (whether vested or unvested) held by the reporting person was adjusted such that, upon the completion of the merger, it was converted into the right to receive an option to purchase the number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock subject to the Kraft stock option divided by the option adjustment ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of each Kraft stock option immediately prior to the completion of the merger multiplied by the option adjustment ratio (rounded up to the nearest whole cent). The Kraft Heinz stock options will continue to vest and become exercisable in accordance with the terms and conditions as were applicable under such Kraft stock options immediately prior to the completion of the merger.
- [F6]The stock options vested or are scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."
Documents
Issuer
Kraft Heinz Co
CIK 0001637459
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001637459
Filing Metadata
- Form type
- 4
- Filed
- Jul 6, 8:00 PM ET
- Accepted
- Jul 7, 6:24 PM ET
- Size
- 18.8 KB