AMERICAN ITALIAN PASTA CO 4
4 · AMERICAN ITALIAN PASTA CO · Filed Jul 27, 2010
Insider Transaction Report
Form 4
GEIST PAUL R
EVP & Chief Financial Officer
Transactions
- Disposition from Tender
Class A Common Stock, par value $.001 per share
2010-07-23$53.00/sh−15,366$814,398→ 14,320 total - Disposition to Issuer
Class A Common Stock, par value $.001 per share
2010-07-27$53.00/sh−14,320$758,960→ 0 total - Disposition to Issuer
Stock Appreciation Right
2010-07-27$43.98/sh−16,048$705,791→ 0 totalExercise: $9.02Exp: 2014-01-09→ Class A Common Stock (16,048 underlying) - Disposition to Issuer
Stock Appreciation Right
2010-07-27$46.50/sh−11,499$534,704→ 0 totalExercise: $6.50Exp: 2015-01-18→ Class A Common Stock (11,499 underlying) - Disposition to Issuer
Stock Appreciation Right
2010-07-27$45.85/sh−21,400$981,190→ 0 totalExercise: $7.15Exp: 2014-12-07→ Class A Common Stock (21,400 underlying) - Disposition to Issuer
Stock Appreciation Right
2010-07-27$28.24/sh−11,578$326,963→ 0 totalExercise: $24.76Exp: 2016-01-20→ Class A Common Stock (11,578 underlying) - Disposition to Issuer
Stock Appreciation Right
2010-07-27$19.20/sh−9,679$185,837→ 0 totalExercise: $33.80Exp: 2016-12-22→ Class A Common Stock (9,679 underlying)
Footnotes (8)
- [F1]Shares of Class A Common Stock of American Italian Pasta Company (the "Company") held by the reporting person tendered pursuant to the tender offer (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of June 20, 2010 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Parent"), Excelsior Acquisition Co., a wholly owned subsidiary of Parent ("Purchaser"), and the Company, as amended.
- [F2]Represents shares of restricted Class A Common Stock that were not tendered on the acceptance date of the Offer and which vest immediately prior to the effective time of the merger pursuant to the Merger Agreement.
- [F3]Pursuant to the Merger Agreement, these shares of restricted Class A Common Stock were canceled in the merger for a cash payment of the merger consideration of $53.00.
- [F4]Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 9, 2011, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).
- [F5]Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on December 7, 2011, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).
- [F6]Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 18, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).
- [F7]Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on January 20, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).
- [F8]Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on December 22, 2012, was canceled in the merger for a cash payment, determined by multiplying (i) the excess, if any, of the merger consideration of $53.00 per share over the applicable exercise price of such right by (ii) the number of shares of Class A Common Stock subject to such stock appreciation right (assuming full vesting of all stock appreciation rights).