4//SEC Filing
PEPSIAMERICAS INC/IL/ 4
Accession 0001179110-10-003951
CIK 0001084230operating
Filed
Feb 25, 7:00 PM ET
Accepted
Feb 26, 5:35 PM ET
Size
16.3 KB
Accession
0001179110-10-003951
Insider Transaction Report
Form 4
POHLAD ROBERT C
DirectorChairman of the Board / CEO10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-02-26−12,116,189→ 0 total(indirect: see footnote) - Disposition to Issuer
Common Stock
2010-02-26−192,592→ 0 total(indirect: By Robert C. Pohlad 2008-2016 GRAT) - Disposition to Issuer
Common Stock
2010-02-26−456,430→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2010-02-26−176,400→ 0 totalExercise: $12.68Exp: 2012-02-21→ Common Stock (176,400 underlying) - Disposition to Issuer
Stock Option (right to buy)
2010-02-26−115,900→ 0 totalExercise: $12.01Exp: 2013-02-26→ Common Stock (115,900 underlying) - Disposition to Issuer
Stock Option (right to buy)
2010-02-26−122,000→ 0 totalExercise: $18.92Exp: 2014-02-16→ Common Stock (122,000 underlying)
Footnotes (5)
- [F1]Includes former restricted stock awards that, pursuant to the terms of the restricted stock award agreements and the below-described Merger Agreement, vested at the effective time of the Merger.
- [F2]On August 3, 2009, PepsiAmericas, Inc. ("PAS"), PepsiCo, Inc. ("PEP"), and Pepsi-Cola Metropolitan Bottling Company, Inc. ("Metro"), a wholly-owned subsidiary of PEP, entered into a merger agreement (the "Merger Agreement"), pursuant to which PAS would merge with and into Metro with Metro continuing as the surviving entity (the "Merger"). The Merger became effective at 4:01 p.m. (EST) on February 26, 2010 (the "Closing Date"). At the effective time of the Merger, each share of PAS common stock held by the reporting person converted into the right to receive cash consideration for approximately 48.3% of their shares and shares of PEP common stock for approximately 51.7% of their shares (the "Merger Consideration"). The closing sale price of PEP common stock on the Closing Date was $62.47 per share. Accordingly, the value of the Merger Consideration on the Closing Date for each share of PAS common stock was approximately $29.99, representing (.483 x $28.50) + (.517 x.5022 x $62.47).
- [F3]Represents 12,116,087 shares held by Starquest Securities, LLC and 102 shares held by Pohlad Companies.
- [F4]This option vested in three equal annual installments commencing on the first anniversary of the date of grant.
- [F5]In the Merger, each outstanding option to purchase PAS common stock was converted to an option to purchase PEP common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of PAS options by approximately .4796 and the exercise price was adjusted by dividing the PAS exercise price by .4796.
Documents
Issuer
PEPSIAMERICAS INC/IL/
CIK 0001084230
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001084230
Filing Metadata
- Form type
- 4
- Filed
- Feb 25, 7:00 PM ET
- Accepted
- Feb 26, 5:35 PM ET
- Size
- 16.3 KB