SONOMAWEST HOLDINGS INC 4
4 · SONOMAWEST HOLDINGS INC · Filed Jun 24, 2011
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock
2011-06-23$10.05/sh+176,139$1,770,197→ 1,251,367 total
Footnotes (2)
- [F1]On April 1, 2011, the Reporting Person 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. The Reporting Person 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. Following the Offer, the Reporting Person owned an aggregate of 1,075,228 Shares. On May 10, 2011, the Reporting Person and the Issuer entered into an Agreement and Plan of Merger, pursuant to which the Reporting Person would merge with the Issuer (the "Merger") thereby completing the acquisition of the 176,139 outstanding Shares not owned by the Reporting Person. The Merger was completed on June 23, 2011.
- [F2]In connection with the Offer, the Reporting Person's form of beneficial ownership of the 602,353 Shares subject to those certain Contribution and Subscription Agreements entered into by and between the Reporting Person and each of Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust, on February 18, 2011 (the "Contribution Agreements"), changed from indirect to direct. Pursuant to the Contribution Agreements, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust, acquired approximately 44%, 19%, 21% and 16%, respectively, of the equity interests of the Reporting Person. Accordingly, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust, have a pecuniary interest in and indirectly beneficially own approximately 550,601, 237,760, 262,787 and 200,219 Shares, respectively.