4//SEC Filing
Fresh Market, Inc. 4
Accession 0001214659-16-011018
CIK 0001489979operating
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 7:00 PM ET
Size
11.6 KB
Accession
0001214659-16-011018
Insider Transaction Report
Form 4
TUCCI MICHAEL D
Director
Transactions
- Disposition to Issuer
Deferred stock units
2016-04-27$28.50/sh−815$23,228→ 0 total→ Common stock (815 underlying) - Disposition from Tender
Common stock
2016-04-22$28.50/sh−9,042$257,697→ 0 total - Disposition to Issuer
Restricted stock units
2016-04-27$28.50/sh−2,768$78,888→ 0 total→ Common stock (2,768 underlying)
Footnotes (6)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Pomegranate Holdings, Inc., and Pomegranate Merger Sub, Inc. (the "Merger Agreement"), each outstanding share of common stock of The Fresh Market, Inc. at the Effective Time as defined in the Merger Agreement (the "Effective Time") was converted automatically into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration").
- [F2]On March 25, 2016, Pomegranate Merger Sub, Inc. made an offer to purchase each outstanding share of The Fresh Market, Inc.'s common stock for the Merger Consideration (the "Offer"). The shares shown on this line were tendered in the Offer.
- [F3]Each restricted stock unit ("RSU") represents the right to receive one share of common stock of The Fresh Market, Inc. on the vesting date, provided that the holder of the RSU continues to provide services to The Fresh Market, Inc. or its affiliates through the relevant vesting date.
- [F4]The RSUs were granted on June 3, 2015 and vest on the earlier of (i) the first anniversary of the grant date and (ii) the first annual meeting of stockholders of The Fresh Market, Inc. after the grant date. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of RSUs immediately prior to the Effective Time and (ii) the Merger Consideration.
- [F5]Each deferred stock unit ("DSU") represents the fully vested, non-forfeitable right to receive one share of common stock of The Fresh Market, Inc. upon the earlier of: the reporting person's separation from service or death or a change in control (within the meaning of Section 409A of the Internal Revenue Code) of The Fresh Market, Inc.
- [F6]Pursuant to the Merger Agreement, each DSU outstanding immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of DSUs immediately prior to the Effective Time and (ii) the Merger Consideration.
Documents
Issuer
Fresh Market, Inc.
CIK 0001489979
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001489979
Filing Metadata
- Form type
- 4
- Filed
- Apr 26, 8:00 PM ET
- Accepted
- Apr 27, 7:00 PM ET
- Size
- 11.6 KB