Bishop William W JR 4
4 · Blue Buffalo Pet Products, Inc. · Filed Apr 24, 2018
Insider Transaction Report
Form 4
Bishop William W JR
President and COO
Transactions
- Disposition to Issuer
Restricted Stock Units
2018-04-24−5,085→ 0 total→ Common Stock (5,085 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2018-04-24−33,677→ 0 totalExercise: $25.57Exp: 2026-04-01→ Common Stock (33,677 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2018-04-24−86,142→ 0 totalExercise: $23.00Exp: 2027-03-31→ Common Stock (86,142 underlying) - Disposition to Issuer
Common Stock
2018-04-24−575,590→ 0 total - Disposition to Issuer
Common Stock
2018-04-24−1,343,045→ 0 total(indirect: See Footnote) - Disposition to Issuer
Restricted Stock Units
2018-04-24−12,913→ 0 total→ Common Stock (12,913 underlying)
Footnotes (10)
- [F1]On April 24, 2018, General Mills, Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Bravo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of February 22, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
- [F10]These options were to vest on March 31, 2020.
- [F2]At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes (the "Merger Consideration").
- [F3]Reflects shares held by The Orca Trust for the benefit of the Reporting Person's family, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest therein.
- [F4]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
- [F5]These RSUs were to vest on April 1, 2019.
- [F6]Each RSU, whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSU to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, less applicable tax withholding.
- [F7]These RSUs were to vest on March 31, 2020.
- [F8]These options were to vest on April 1, 2019.
- [F9]At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less applicable tax withholding.