SONOMAWEST HOLDINGS INC 4
4 · SONOMAWEST HOLDINGS INC · Filed May 10, 2011
Insider Transaction Report
Form 4
STAPLETON CRAIG R
10% Owner
Transactions
- Other
Common Stock
2011-05-06$10.05/sh+27,192$273,280→ 473,122 total(indirect: See footnotes)
Footnotes (2)
- [F1]On April 1, 2011, Stapleton Acquisition Company ("SAC") commenced a tender offer for all of the outstanding shares of Common Stock of the Issuer (the "Shares") at a price of $10.05 per Share in cash (the "Offer"). The initial offering period for the Offer expired at 5:00 p.m., New York City time, on April 29, 2011. SAC provided a subsequent offering period, which commenced on May 2, 2011 and which expired at 5:00 p.m., New York City time, on May 6, 2011. SAC accepted 61,801 additional Shares tendered pursuant to the Offer during the subsequent offering period and presently owns a total of 1,075,278 Shares.
- [F2](Footnote 1 continued) In connection with the Offer and pursuant to that certain Contribution and Subscription Agreement entered into by and between SAC and the Reporting Person (the "Contribution Agreement"), the Reporting Person acquired approximately 44% of the equity interests of SAC and the beneficial ownership of the Shares previously held by him changed from direct to indirect. Accordingly, the Reporting Person has a pecuniary interest in and indirectly beneficially owns approximately 27,192 of the Shares tendered pursuant to the Offer and purchased by SAC during the subsequent offering period and approximately 473,122 of the total Shares owned by SAC.