4//SEC Filing
SCHULLER ROBERT W. 4
Accession 0001209191-10-039746
CIK 0000849667other
Filed
Jul 26, 8:00 PM ET
Accepted
Jul 27, 5:11 PM ET
Size
20.0 KB
Accession
0001209191-10-039746
Insider Transaction Report
Form 4
Schuller Robert
EVP & General Counsel
Transactions
- Disposition to Issuer
Class A Common Stock, par value $.001 per share
2010-07-27$53.00/sh−14,820$785,460→ 0 total - Disposition to Issuer
Stock Appreciation Right
2010-07-27$28.24/sh−11,132$314,368→ 0 totalExercise: $24.76Exp: 2016-01-20→ Class A Common Stock (11,132 underlying) - Disposition to Issuer
Stock Appreciation Right
2010-07-27$19.20/sh−9,307$178,694→ 0 totalExercise: $33.80Exp: 2016-12-22→ Class A Common Stock (9,307 underlying) - Disposition from Tender
Class A Common Stock, par value $.001 per share
2010-07-23$53.00/sh−20,711$1,097,683→ 14,820 total - Disposition to Issuer
Stock Appreciation Right
2010-07-27$45.53/sh−10,553$480,478→ 0 totalExercise: $7.47Exp: 2013-10-25→ Class A Common Stock (10,553 underlying) - Disposition to Issuer
Stock Appreciation Right
2010-07-27$43.98/sh−21,403$941,304→ 0 totalExercise: $9.02Exp: 2014-01-09→ Class A Common Stock (21,403 underlying) - Disposition to Issuer
Stock Appreciation Right
2010-07-27$45.85/sh−48,519$2,224,596→ 0 totalExercise: $7.15Exp: 2014-12-07→ Class A Common Stock (48,519 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 June 5, 2010, 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 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).
- [F6]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).
- [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).
Documents
Issuer
AMERICAN ITALIAN PASTA CO
CIK 0000849667
Entity typeother
Related Parties
1- filerCIK 0001365704
Filing Metadata
- Form type
- 4
- Filed
- Jul 26, 8:00 PM ET
- Accepted
- Jul 27, 5:11 PM ET
- Size
- 20.0 KB