SONOMAWEST HOLDINGS INC 4
4 · SONOMAWEST HOLDINGS INC · Filed Jun 24, 2011
Insider Transaction Report
Form 4
STAPLETON CRAIG R
10% Owner
Transactions
- Other
Common Stock
2011-06-23$10.05/sh+77,501$778,885→ 550,601 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. Following the Offer, SAC owned an aggregate of 1,075,228 Shares. On May 10, 2011, SAC and the Issuer entered into an Agreement and Plan of Merger, pursuant to which SAC would merge with the Issuer (the "Merger") thereby completing the acquisition of the 176,139 outstanding Shares not owned by SAC. The Merger was completed on June 23, 2011.
- [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 77,501 of the Shares acquired by SAC in connection with the Merger and approximately 550,601 of the total Shares owned by SAC.