4//SEC Filing
Kraft Foods Group, Inc. 4
Accession 0001545158-15-000159
CIK 0001545158operating
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:49 PM ET
Size
23.0 KB
Accession
0001545158-15-000159
Insider Transaction Report
Form 4
Johnson May Diane
EVP, Human Resources
Transactions
- Disposition to Issuer
Performance Shares
2015-07-02$88.30/sh−35,153$3,104,010→ 0 total - Disposition to Issuer
Stock Options (right to buy)
2015-07-02−24,150→ 0 totalExercise: $63.77From: 2016-02-26Exp: 2025-02-26→ Common Stock (24,150 underlying) - Disposition to Issuer
Common Stock
2015-07-02−42,537→ 0 total - Disposition to Issuer
Stock Options (right to buy)
2015-07-02−6,913→ 0 totalExercise: $32.98From: 2012-02-23Exp: 2021-02-23→ Common Stock (6,913 underlying) - Disposition to Issuer
Stock Options (right to buy)
2015-07-02−7,896→ 0 totalExercise: $39.38From: 2013-02-23Exp: 2022-02-23→ Common Stock (7,896 underlying) - Disposition to Issuer
Units
2015-07-02−7,444→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Options (right to buy)
2015-07-02−29,960→ 0 totalExercise: $46.74From: 2014-02-25Exp: 2023-02-25→ Common Stock (29,960 underlying) - Disposition to Issuer
Stock Options (right to buy)
2015-07-02−27,916→ 0 totalExercise: $55.17From: 2015-02-27Exp: 2024-02-27→ Common Stock (27,916 underlying)
Footnotes (8)
- [F1]Includes 25,042 shares of common stock, 14,641 restricted stock units and 2,854 deferred compensation units.
- [F2]Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 24, 2015 (the "Merger Agreement"), among H.J. Heinz Holding Corporation ("Heinz"), Kite Merger Sub Corp., Kite Merger Sub LLC and Kraft Foods Group, Inc. ("Kraft"), upon the completion of the merger as contemplated by the Merger Agreement, each share of Kraft's common stock held by the reporting person was converted into the right to receive one share of common stock of the combined company, The Kraft Heinz Company ("Kraft Heinz"), and a special cash dividend of $16.50 per share (the "Special Dividend") of Kraft common stock.
- [F3]Pursuant to the Merger Agreement, upon completion of the merger, each Kraft restricted stock unit held by the reporting person was converted into the right to receive one Kraft Heinz restricted stock unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft restricted stock unit and a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger. The Kraft Heinz restricted stock units will continue to vest and be settled in accordance with the terms and conditions as were applicable under such Kraft restricted stock units immediately prior to the completion of the merger.
- [F4]Pursuant to the Merger Agreement, upon completion of the merger, each Kraft deferred compensation unit held by the reporting person was converted into the right to receive one Kraft Heinz deferred compensation unit in respect of a number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock that may be issued in respect of such Kraft deferred compensation unit and the right to receive a cash payment equal to the Special Dividend no later than 30 days following the completion of the merger. The Kraft Heinz deferred compensation units will be subject to the same terms and conditions as were applicable under such Kraft deferred compensation units immediately prior to the completion of the merger.
- [F5]Pursuant to the Merger Agreement, upon completion of the merger, each Kraft performance share held by the reporting person was converted into the right to receive an amount in cash equal to the target number of Kraft performance shares subject to such award immediately prior to the completion of the merger multiplied by $88.30 (the final Kraft pre-dividend price). The performance share amount will be paid in two installments in the manner set forth in the Merger Agreement.
- [F6]Units represent the reporting person's interests in the Kraft stock fund in Kraft's 401(k) plan. The reporting person's interest in the Kraft stock fund fluctuates with the fund's performance. The information in this report is based on a plan statement dated as of June 30, 2015. In connection with the merger, the units will convert into units in a Kraft Heinz stock fund and will accrue additional units in respect of the Special Dividend in accordance with the terms of the plan.
- [F7]Pursuant to the Merger Agreement, upon completion of the merger, each Kraft stock option (whether vested or unvested) held by the reporting person was adjusted such that, upon the completion of the merger, it was converted into the right to receive an option to purchase the number of shares of Kraft Heinz common stock equal to the number of shares of Kraft common stock subject to the Kraft stock option divided by the option adjustment ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of each Kraft stock option immediately prior to the completion of the merger multiplied by the option adjustment ratio (rounded up to the nearest whole cent). The Kraft Heinz stock options will continue to vest and become exercisable in accordance with the terms and conditions as were applicable under such Kraft stock options immediately prior to the completion of the merger.
- [F8]The stock options vested or are scheduled to vest in three annual installments beginning on the date shown as "Date Exercisable."
Documents
Issuer
Kraft Foods Group, Inc.
CIK 0001545158
Entity typeoperating
Related Parties
1- filerCIK 0001545158
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:49 PM ET
- Size
- 23.0 KB