Kupferman Mark 4
4 · Ruths Hospitality Group, Inc. · Filed Jun 14, 2023
Insider Transaction Report
Form 4
Kupferman Mark
SVP, Chief Commercial Officer
Transactions
- Disposition to Issuer
Common Stock
2023-06-14−19,931→ 0 total - Disposition to Issuer
Performance Share Units
2023-06-14−19,931→ 0 total→ Common Stock (19,931 underlying)
Footnotes (3)
- [F1]Pursuant to that certain Agreement and Plan of Merger, dated as of May 2, 2023 (the "Merger Agreement"), by and among Darden Restaurants, Inc., Ruby Acquisition Corporation and Ruth's Hospitality Group, Inc. (the "Company"), these shares of common stock were tendered prior to the Offer Expiration Time (as defined in the Merger Agreement) and disposed of at the Effective Time (as defined in the Merger Agreement) in exchange for the right to receive a cash payment of $21.50, without interest and less any applicable withholding taxes.
- [F2]Pursuant to the Merger Agreement, each of the Company's restricted stock unit awards (the "RSAs") outstanding, whether vested or unvested as of immediately prior to the Effective Time, automatically became fully vested, cancelled and converted into and became the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Merger Consideration (as defined in the Merger Agreement) by (ii) the total number of shares of Company common stock subject to such RSA.
- [F3]Pursuant to the Merger Agreement, each of the Performance Share Units (the "PSUs") outstanding, whether vested or unvested as of immediately prior to the Effective Time automatically became fully vested, cancelled and converted into and became the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the total number of shares of Company common stock subject to such PSU, with the achievement of the performance-based vesting metrics applicable to each PSU based on achievement of the applicable performance metrics as specified in the applicable award agreement.