4//SEC Filing
ARDEN GROUP INC 4
Accession 0001437749-14-002415
CIK 0000225051operating
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 12:37 PM ET
Size
16.7 KB
Accession
0001437749-14-002415
Insider Transaction Report
Form 4
ARDEN GROUP INCARDNA
Neumann Laura J
Chief Financial Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2014-02-19$126.50/sh−200$25,300→ 0 total(indirect: By Spouse) - Disposition to Issuer
Stock Appreciation Rights
2014-02-19−3,500→ 0 total→ Class A Common Stock (3,500 underlying) - Disposition to Issuer
Stock Appreciation Rights
2014-02-19−3,500→ 0 total→ Class A Common Stock (3,500 underlying) - Disposition to Issuer
Stock Appreciation Rights
2014-02-19−1,000→ 0 total→ Class A Common Stock (1,000 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger, dated as of December 20, 2013 (the "Merger Agreement"), among the issuer, GRCY Holdings, Inc. and GRCY Acquisition, Inc. in exchange for cash merger consideration of $126.50 per share.
- [F2]This stock appreciation right was exercisable in 25% increments on each of January 15, 2013, 2014, 2015 and 2016. Effective as of the Effective Time, as defined under the Merger Agreement (the "Effective Time"), and pursuant to the terms of the Merger Agreement, (a) the vested portion of this stock appreciation right was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $90 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (b) the unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 3)
- [F3](continued from Footnote 2) (i) the excess of $126.50 (the merger consideration) over the current base price of $90 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," as those terms are defined in the issuer's Change in Control Plan (the "Plan"), the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
- [F4]This stock appreciation right was exercisable in 25% increments on each of August 10, 2013, 2014, 2015 and 2016. Effective as of the Effective Time, and pursuant to the terms of the Merger Agreement, (a) one-half of this stock appreciation right vested in accordance with the Plan, (b) such vested portion of this stock appreciation was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $75.22 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (c) the remaining unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 5)
- [F5](continued from Footnote 4) (i) the excess of $126.50 (the merger consideration) over the current base price of $75.22 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
- [F6]This stock appreciation was exercisable in 25% increments on each of December 3, 2015, 2016, 2017 and 2018. Effective as of the Effective Time, and pursuant to the terms of the Merger Agreement, (a) one-half of this stock appreciation right vested in accordance with the Plan, (b) such vested portion of this stock appreciation was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $95.82 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (c) the unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 7)
- [F7](continued from Footnote 6) (i) the excess of $126.50 (the merger consideration) over the current base price of $95.82 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
Documents
Issuer
ARDEN GROUP INC
CIK 0000225051
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000225051
Filing Metadata
- Form type
- 4
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 12:37 PM ET
- Size
- 16.7 KB