4//SEC Filing
Diamond Foods Inc 4
Accession 0001140361-16-056173
CIK 0001320947operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 9:42 PM ET
Size
24.7 KB
Accession
0001140361-16-056173
Insider Transaction Report
Form 4
SEGRE LINDA B
SVP, Corp Strategy & Comm
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-02-29−10,000→ 0 totalExercise: $33.00Exp: 2019-09-30→ Common Stock (10,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-02-29−13,382→ 0 totalExercise: $91.13Exp: 2021-09-21→ Common Stock (13,382 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-02-29−29,892→ 0 totalExercise: $14.67Exp: 2026-12-18→ Common Stock (29,892 underlying) - Disposition to Issuer
Restricted Stock Units
2016-02-29−9,245→ 0 total→ Common Stock (9,245 underlying) - Disposition to Issuer
Performance Based Restricted Stock Units
2016-02-29−7,614→ 0 total→ Common Stock (7,614 underlying) - Disposition to Issuer
Common Stock
2016-02-29−41,890→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-02-29−11,753→ 0 totalExercise: $40.56Exp: 2020-10-06→ Common Stock (11,753 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-02-29−13,470→ 0 totalExercise: $20.89Exp: 2023-10-01→ Common Stock (13,470 underlying) - Disposition to Issuer
Performance Based Restricted Stock Units
2016-02-29−8,339→ 0 total→ Common Stock (8,339 underlying)
Footnotes (9)
- [F1]Represents 26,798 fully vested shares of the Issuer's Common Stock and 15,092 restricted shares of the Issuer's Common Stock that accelerate so that they were fully vested as of the Closing (as defined below).
- [F2]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.
- [F3]Upon the Closing, this option was assumed (the "Assumption") by the Acquirer and became an option to purchase a number of shares of the Acquirer's Common Stock determined by multiplying the number of shares of Issuer Common Stock that were subject to this option immediately before the Assumption by approximately 1.13575 and rounding the resulting number down to the nearest integer, with the per-share exercise price of the option after the Assumption determined by dividing the per-share exercise price of the option immediately before the Assumption by 1.13575 and rounding the resulting exercise price up to the nearest whole cent.
- [F4]Either these options were fully vested and exercisable as of the Transaction Date, or their vesting and exercisability accelerated in full in connection with the Acquisition.
- [F5]Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock.
- [F6]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.
- [F7]These Restricted Stock Units were accelerated in full in connection with the Acquisition.
- [F8]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.
- [F9]Upon the Closing, each of these Restricted Stock Units 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.
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, 9:42 PM ET
- Size
- 24.7 KB