PHILLIPS JAMES R 4
4 · DIEDRICH COFFEE INC · Filed May 12, 2010
Insider Transaction Report
Form 4
PHILLIPS JAMES R
Director
Transactions
- Disposition from Tender
Common Stock
2010-05-11$35.00/sh−3,000$105,000→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2010-05-11$35.00/sh−137,500$4,812,500→ 0 totalExercise: $3.23Exp: 2010-07-30→ Common Stock (137,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2010-05-11$35.00/sh−7,500$262,500→ 0 totalExercise: $3.83Exp: 2017-04-18→ Common Stock (7,500 underlying)
Footnotes (3)
- [F1]50% of the option vested and became exercisable on April 18, 2008, and 50% of the option vested and became exercisable on April 18, 2009.
- [F2]Pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of December 7, 2009, by and among the issuer, Green Mountain Coffee Roasters, Inc. and Pebbles Acquisition Sub, Inc. ("Purchaser"), at the time Purchaser accepted shares for payment pursuant to the offer contemplated by the Agreement, this option was canceled and, in exchange, the holder received an amount in cash equal to the excess of $35.00 over the exercise price per share of such option, multiplied by the number of shares underlying such option.
- [F3]This option grant, originally of 275,000 shares, provided for the option to vest and become exercisable in three equal installments on each of the first three anniversary dates of February 7, 2008. On January 22, 2010, the issuer and Mr. Phillips entered into a Separation Agreement and General Release whereby Mr. Phillips and the issuer agreed that Mr. Phillips would have a period of 180 days from his separation date to exercise the vested portion of the option, consisting of 137,500 shares, and that the unvested portion of the option would terminate.