Vitacost.com, Inc. 4
4 · Vitacost.com, Inc. · Filed Aug 19, 2014
Insider Transaction Report
Form 4
HELMAN BRIAN D
Chief Financial Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2014-08-18−125,000→ 0 totalExercise: $0.00Exp: 2024-02-03→ Common Stock (125,000 underlying) - Disposition to Issuer
Stock Option
2014-08-18$0.85/sh−49,500$42,075→ 0 totalExercise: $7.15Exp: 2023-02-13→ Common Stock (49,500 underlying) - Other
Stock Option
2014-08-18−330,000→ 0 totalExercise: $8.20Exp: 2019-02-03→ Common Stock (330,000 underlying)
Footnotes (3)
- [F1]These restricted stock units become fully vested in the event of a Change in Control as defined in the 2011 Plan. On August 18, 2014, pursuant to that certain Agreement and Plan of Merger by and among Vitacost.com, Inc., The Kroger Co. and Vigor Acquisition Corp., dated July 1, 2014 (the "Merger Agreement") at the effective time, each outstanding share of Vitacost common stock was converted in to the right to receive $8.00 per share (the "Offer Price") and pursuant to the Merger Agreement, immediately prior to the effective time, these restricted stock units were cancelled in exchange for a cash payment equal to the Offer Price, without any interest and subject to any tax withholding.
- [F2]These options vest annually over 5 years in equal installments starting 2/13/2014. These options become fully vested in the event of a Change in Control as defined in the 2011 Plan and pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price net of the exercise price, without any interest and subject to any tax withholding.
- [F3]These options have an exercise price that exceeds the Offer Price and pursuant to the Merger Agreement, immediately prior to the effective time these options were cancelled for no consideration.