4//SEC Filing
Roundy's, Inc. 4
Accession 0001209191-15-086286
CIK 0001536035operating
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 9:46 AM ET
Size
23.2 KB
Accession
0001209191-15-086286
Insider Transaction Report
Form 4
Roundy's, Inc.RNDY
Mariano Robert A
DirectorPresident, CEO and Chairman
Transactions
- Disposition from Tender
Common Stock, par value $0.01
2015-12-18$3.60/sh−109,722$394,999→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock, par value $0.01
2015-12-18$3.60/sh−192,208$691,949→ 0 total - Award
Performance Units
2015-12-18$3.60/sh+198,408$714,269→ 198,408 totalExercise: $0.00Exp: 2015-12-18→ Common Stock, par value $0.01 (198,408 underlying) - Award
Common Stock, par value $0.01
2015-12-18$3.60/sh+192,208$691,949→ 192,208 total - Disposition to Issuer
Performance Units
2015-12-18$3.60/sh−48,602$174,967→ 0 totalExercise: $0.00Exp: 2015-12-18→ Common Stock, par value $0.01 (48,602 underlying) - Disposition to Issuer
Performance Units
2015-12-18$3.60/sh−198,408$714,269→ 0 totalExercise: $0.00Exp: 2015-12-18→ Common Stock, par value $0.01 (198,408 underlying) - Disposition from Tender
Common Stock, par value $0.01
2015-12-18$3.60/sh−801,679$2,886,044→ 0 total(indirect: See Footnote) - Disposition from Tender
Common Stock, par value $0.01
2015-12-18$3.60/sh−164,654$592,754→ 622,264 total - Disposition to Issuer
Common Stock, par value $0.01
2015-12-18$3.60/sh−126,054$453,794→ 496,210 total - Disposition to Issuer
Common Stock, par value $0.01
2015-12-18$3.60/sh−496,210$1,786,356→ 0 total
Footnotes (7)
- [F1]On December 18, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated November 10, 2015, by and among the Issuer, The Kroger Co. ("Kroger") and KS Merger Sub Inc. ("Merger Sub"), a wholly-owned subsidiary of Kroger (the "Merger Agreement") at the effective time, each outstanding share of Issuer's Common Stock was converted in to the right to receive $3.60 per share (the "Offer Price"). On November 19, 2015, Merger Sub made an offer to purchase each outstanding share of the Issuer's Common Stock (the "Offer") for the Offer Price.
- [F2]These shares were tendered into the Offer.
- [F3]The Robert A. Mariano Living Trust is the record owner of these shares. Robert A. Mariano is the trustee of the Robert A. Mariano Living Trust and has sole voting and investment power with respect to the shares held by the Robert A. Mariano Living Trust.
- [F4]The Nina Gianni Mariano Living Trust is the record owner of these shares. Nina Gianni Mariano is Robert A. Mariano's spouse. Nina Gianni Mariano is the trustee of the Nina Gianni Mariano Living Trust and has sole voting and investment power with respect to the shares held by the Nina Gianni Mariano Living Trust.
- [F5]Pursuant to the Merger Agreement, immediately prior to the effective time, these restricted stock units were cancelled in exchange for a per unit cash payment equal to the Offer Price, without any interest and subject to any tax withholding.
- [F6]Represents shares that were to vest upon satisfaction of performance criteria.
- [F7]Represents restricted stock units that were to vest upon satisfaction of performance criteria.
Documents
Issuer
Roundy's, Inc.
CIK 0001536035
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001536035
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 9:46 AM ET
- Size
- 23.2 KB