OVERHILL FARMS INC 4
4 · OVERHILL FARMS INC · Filed Aug 12, 2013
Insider Transaction Report
Form 4
RUDIS JAMES
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2013-08-09−10,288→ 0 totalExercise: $1.50From: 2005-05-23Exp: 2015-02-01→ Common Stock (10,288 underlying) - Disposition to Issuer
Common Stock
2013-08-09$5.00/sh−399,823$1,999,115→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2013-08-09−69,136→ 0 totalExercise: $1.47From: 2005-05-23Exp: 2015-02-01→ Common Stock (69,136 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2013-08-09−10,288→ 0 totalExercise: $2.00From: 2005-05-23Exp: 2015-02-01→ Common Stock (10,288 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2013-08-09−10,288→ 0 totalExercise: $2.50From: 2005-05-23Exp: 2015-02-01→ Common Stock (10,288 underlying)
Footnotes (5)
- [F1](1) Disposed of in exchange for a cash payment of $5.00 per share pursuant to that certain Agreement and Plan of Merger, dated as of May 14, 2013, by and among Overhill Farms, Inc. ("Overhill"), Bellisio Foods, Inc. ("Bellisio"), and Bellisio Acquisition Corp., a wholly-owned subsidiary of Bellisio, pursuant to which Overhill has been acquired by Bellisio (the "Merger").
- [F2]This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $244,050.08, representing (a) the number of shares underlying the option, multiplied by (b) the excess of $5.00 over the exercise price per share of the option (the "Option Merger Consideration").
- [F3]This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $36,008.00, representing the Option Merger Consideration.
- [F4]This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $30,864.00, representing the Option Merger Consideration.
- [F5]This option, which has vested in full, was cancelled in the Merger in exchange for a cash payment of $25,720.00, representing the Option Merger Consideration.