4//SEC Filing
Spangler Weldon W. 4
Accession 0001592379-19-000032
CIK 0001592379other
Filed
May 27, 8:00 PM ET
Accepted
May 28, 5:36 PM ET
Size
12.4 KB
Accession
0001592379-19-000032
Insider Transaction Report
Form 4
Spangler Weldon W.
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Stock Options (right to buy)
2019-05-23$0.64/sh−250,000$160,000→ 0 totalExercise: $5.81Exp: 2027-10-03→ Common Stock (250,000 underlying) - Disposition to Issuer
Performance Share Units
2019-05-23$6.45/sh−61,796$398,584→ 0 totalExercise: $0.00→ Common Stock (61,796 underlying) - Disposition from Tender
Common Stock, par value $0.01 per share
2019-05-23$6.45/sh−30,000$193,500→ 0 total - Disposition to Issuer
Stock Options (right to buy)
2019-05-23$1.70/sh−184,613$313,842→ 0 totalExercise: $4.75Exp: 2029-01-01→ Common Stock (184,613 underlying)
Footnotes (3)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated April 10, 2019, by and among the Issuer, MTY Franchising USA, Inc. and MTY Columbia Merger Sub, Inc (the "Merger Agreement"), on April 25, 2019, MTY Columbia Merger Sub, Inc. made an offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $6.45 per share, in cash, without interest and subject to applicable withholding. The shares shown on this line were tendered in the Offer.
- [F2]Disposed of as a result of the merger pursuant to the Merger Agreement. At the effective time of the merger as contemplated in the Merger Agreement, (i) each outstanding share of Company Common Stock, was cancelled and automatically converted into the right to receive $6.45 in cash and (ii) each Company Restricted Stock Unit and each Company Stock Option Award, vested and accelerated in full and was converted into the right to receive $6.45 in cash (or in the case of Company Stock Option Awards, the difference between the exercise price and $6.45).
- [F3]Under the terms of the Merger Agreement, Performance Share Units ("PSUs") previously awarded but where the Compensation Committee of the Board of Directors had not yet determined the fulfillment of the performance criteria were deemed to have been earned and became immediately vested. These accelerated PSUs were then converted into the $6.45 per share cash consideration in connection with the Merger Agreement.
Documents
Issuer
Papa Murphy's Holdings, Inc.
CIK 0001592379
Entity typeother
Related Parties
1- filerCIK 0001656677
Filing Metadata
- Form type
- 4
- Filed
- May 27, 8:00 PM ET
- Accepted
- May 28, 5:36 PM ET
- Size
- 12.4 KB