Yum China Holdings, Inc. 4
4 · Yum China Holdings, Inc. · Filed Jan 11, 2017
Insider Transaction Report
Form 4
Hu Fred
Director
Transactions
- Other
Common Stock, par value $0.01
2017-01-09$0.01/sh−699,394.74$6,994→ 16,364,778 total(indirect: See Footnote)
Holdings
- 8,710
Common Stock, par value $0.01
- 7,309,057(indirect: See Footnote)
Warrant I
Exercise: $31.40From: 2017-01-09Exp: 2021-11-01→ Common Stock, par value $0.01 per share (7,309,057 underlying) - 7,309,057(indirect: See Footnote)
Warrant 2
Exercise: $39.25From: 2017-01-09Exp: 2021-11-01→ Common Stock, par value $0.01 per share (7,309,057 underlying)
Footnotes (9)
- [F1]699,394.74 shares of common stock held by Pollos Investment L.P. ("Pollos Investment") were returned to Yum China Holdings, Inc. (the "Company") for par value in a post-closing adjustment pursuant to Section 2.4(b) of the Investment Agreement dated September 1, 2016 among YUM! Brands, Inc., the Company and Pollos Investment, filed as Exhibit 10.11 to the Company's Amended Form 10 filed on September 16, 2016 (the "Investment Agreement") based on the Company's Adjusted VWAP Price Per Share (as defined in the Investment Agreement) during the period December 1, 2016 through December 30, 2016 (the "Measurement Period") of $27.23.
- [F2]Pollos Investment was eligible to be issued up to 3,199,532.395 shares of common stock through post-closing adjustments pursuant to Section 2.4(c) of the Investment Agreement; however, based on the Company's Adjusted VWAP Price Per Share during the Measurement Period, this right has expired without the receipt of value. Such expiration is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), under Rule 16b-6(d).
- [F3]These securities are held directly by Pollos Investment, the limited partnership interests of which are ultimately owned by a private fund ("Fund") for which an affiliate of the Reporting Person is special limited partner ("Special Limited Partner") and has a contingent right to receive a performance fee. The Reporting Person is a shareholder of the Special Limited Partner's parent company (the "Parent Company") and may be deemed to have pecuniary interest through his indirect entitlement to receive a share of any Fund performance fee. The Reporting Person disclaims beneficial ownership of the securities and derivative instruments held directly by Pollos Investment, except to the extent of his pecuniary interest, if any, in such securities or instruments as a result of his interest in the Parent Company, and the inclusion of these in this form shall not otherwise be deemed an admission of beneficial ownership for purposes of Section 16 of the 1934 Act or for any other purpose
- [F4]The exercise price per share of common stock issuable pursuant Warrant 1 (as defined in the Investment Agreement) is equal to $12,000,000,000 divided by the number of shares of common stock of the Company outstanding as of November 1, 2016, as adjusted to reflect the adjustments that were made pursuant to Section 2.4(b) of both the Investment Agreement and the Investment Agreement dated September 1, 2016 among YUM! Brands, Inc., the Company and API (Hong Kong) Investment Limited ("API"), filed as Exhibit 10.12 to the Company's Amended Form 10 filed on September 16, 2016 (the "API Investment Agreement").
- [F5]The number of shares of common stock issuable under Warrant 1 was made subject to a post-closing decrease of 30,372 shares pursuant to Section 2.4(d) of the Investment Agreement based on the changes to the number of shares of common stock issued by the Company after giving effect to the adjustments in shares of common stock issued to Pollos Investment, as described in Section 2.4(b) of the Investment Agreement, and to API, as described in Sections 2.4(b) of the API Investment Agreement.
- [F6]Pollos Investment was eligible for Warrant 1 to allow for the issuance of up to 139,767.266 additional shares of common stock through post-closing adjustments pursuant to Section 2.4(c) of the Investment Agreement; however, based on the Company's Adjusted VWAP Price Per Share during the Measurement Period, this right has expired without the receipt of value. Such expiration is exempt from Section 16(b) of the 1934 Act under Rule 16b-6(d).
- [F7]The exercise price per share of common stock issuable pursuant to Warrant 2 (as defined in the Investment Agreement) is equal to $15,000,000,000 divided by the number of shares of common stock of the Company outstanding as of November 1, 2016, as adjusted to reflect the adjustments pursuant to Section 2.4(b) of both the Investment Agreement and the API Investment Agreement.
- [F8]The number of shares of common stock issuable under Warrant 2 was made subject to a post-closing decrease of 30,372 shares pursuant to Section 2.4(d) of the Investment Agreement based on the changes to the number of shares of common stock issued by the Company after giving effect to the adjustments in shares of common stock issued to Pollos Investment, as described in Section 2.4(b) of the Investment Agreement, and to API, as described in Sections 2.4(b) of the API Investment Agreement.
- [F9]Pollos Investment was eligible for Warrant 2 to allow for the issuance of up to 139,767.266 additional shares of common stock through post-closing adjustments pursuant to Section 2.4(c) of the Investment Agreement; however, based on the Company's Adjusted VWAP Price Per Share during the Measurement Period, this right has expired without the receipt of value. Such expiration is exempt from Section 16(b) of the 1934 Act under Rule 16b-6(d).