4//SEC Filing
Diamond Foods Inc 4
Accession 0001140361-16-056169
CIK 0001320947operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 9:38 PM ET
Size
10.7 KB
Accession
0001140361-16-056169
Insider Transaction Report
Form 4
Isobel Jones A.
EVP, General Counsel
Transactions
- Disposition to Issuer
Common Stock
2016-02-29−3,273→ 0 total - Disposition to Issuer
Restricted Stock Units
2016-02-29−10,322→ 0 total→ Common Stock (10,322 underlying) - Disposition to Issuer
Performance Based Restricted Stock Units
2016-02-29−7,614→ 0 total→ Common Stock (7,614 underlying)
Footnotes (5)
- [F1]On October 27, 2015, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Snyder's-Lance, Inc., a North Carolina corporation (the "Acquirer"), and certain of the Acquirer's affiliates. Upon the closing (the "Closing") of the transactions (collectively, the "Acquisition") contemplated by the Merger Agreement on February 29, 2016, each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock.
- [F2]Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock.
- [F3]Upon the Closing, each of these Restricted Stock Units was assumed by the Acquirer and became a Restricted Stock Unit representing a contingent right to receive approximately 1.13575 shares of the Acquirer's Common Stock, with the aggregate number of Restricted Stock Units after such assumption rounded down to the nearest integer.
- [F4]These Restricted Stock Units were accelerated in full in connection with the Acquisition.
- [F5]Performance metrics, terms and/or conditions to which these performance-based Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved and/or satisfied, as applicable, at the target level(s) upon the Closing, and any time-based vesting to which these performance-based Restricted Stock Units were originally subject accelerated in full in connection with the Acquisition.
Documents
Issuer
Diamond Foods Inc
CIK 0001320947
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001320947
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 9:38 PM ET
- Size
- 10.7 KB