4//SEC Filing
FAMILY DOLLAR STORES INC 4
Accession 0001209191-15-059986
CIK 0000034408operating
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 5:47 PM ET
Size
9.2 KB
Accession
0001209191-15-059986
Insider Transaction Report
Form 4
Trian Fund Management, L.P.
DirectorOther
Transactions
- Disposition to Issuer
Common Stock, $0.10 par value
2015-07-06−3,679→ 0 total(indirect: Please see explanation below)
GARDEN EDWARD P
Director
Transactions
- Disposition to Issuer
Common Stock, $0.10 par value
2015-07-06−3,679→ 0 total(indirect: Please see explanation below)
Footnotes (4)
- [F1]On July 6, 2015, Dollar Tree, Inc. ("Dollar Tree") acquired the Issuer pursuant to the Agreement and Plan of Merger between the Issuer, Dollar Tree and Dime Merger Sub, Inc. ("Merger Sub"), dated as of July 27, 2014, as amended from time to time (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Dollar Tree (the "Merger"). Pursuant to the Merger Agreement, on July 6, 2015, each share held by the reporting persons was exchanged for $59.60 in cash, without interest, and 0.2484 shares of Dollar Tree common stock.
- [F2]In connection with his service on the Board of the Issuer, Mr. Garden previously received 1,179 shares from the Issuer. On February 10, 2015, Mr. Garden transferred these shares to Trian Fund Management, L.P. ("Trian Management"), for no consideration, pursuant to an agreement, dated as of September 28, 2011, between Mr. Garden and Trian Management relating to fees paid to Mr. Garden in connection with his service on the Board of the Issuer.
- [F3]Trian Management serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Master Fund (ERISA), L.P. and Trian Partners Strategic Investment Fund, L.P. (collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on its own behalf and on behalf of the Trian Entities.
- [F4](FN 3, contd.) Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by Trian Management and the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
FAMILY DOLLAR STORES INC
CIK 0000034408
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000034408
Filing Metadata
- Form type
- 4
- Filed
- Jul 6, 8:00 PM ET
- Accepted
- Jul 7, 5:47 PM ET
- Size
- 9.2 KB