4//SEC Filing
Fresh Market, Inc. 4
Accession 0001214659-16-011030
CIK 0001489979operating
Filed
Apr 26, 8:00 PM ET
Accepted
Apr 27, 7:00 PM ET
Size
8.8 KB
Accession
0001214659-16-011030
Insider Transaction Report
Form 4
Berry Ray D
Director10% Owner
Transactions
- Disposition to Issuer
Restricted stock units
2016-04-27$28.50/sh−2,768$78,888→ 0 total→ Common stock (2,768 underlying) - Other
Common stock
2016-04-27−1,974,481→ 0 total(indirect: By Trust)
Footnotes (4)
- [F1]Pursuant to a Rollover, Contribution and Exchange Agreement and accompanying side letter (the "Rollover Agreement"), among Pomegranate Parent Holdings, Inc. ("Parent"), as assignee, the reporting person and affiliates of the reporting person (the "Rollover Stockholders"), the Rollover Stockholders contributed these shares to TFM2, LLC which subsequently contributed these shares to Parent in exchange for a number of shares of Parent's common stock calculated pursuant to the Rollover Agreement, effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Parent and Pomegranate Merger Sub, Inc. (the "Merger Agreement")), at a value of $28.50 per share.
- [F2]Reporting person is trustee and beneficiary.
- [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.
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
- 8.8 KB