4//SEC Filing
BAUM JONATHAN E 4
Accession 0001140361-13-003536
CIK 0001029506other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 4:56 PM ET
Size
13.4 KB
Accession
0001140361-13-003536
Insider Transaction Report
Form 4
BAUM JONATHAN E
Director
Transactions
- Award
Ralcorp Holdings, Inc. Stock Equivalents
2013-01-28$89.96/sh+127$11,425→ 4,300 total→ $.01 Par Value Common Stock (127 underlying) - Disposition to Issuer
Stock Appreciation Rights
2013-01-29−11,844→ 0 totalExercise: $52.96Exp: 2033-10-20→ Common Stock (11,844 underlying) - Disposition to Issuer
Ralcorp Holdings, Inc. Stock Equivalents
2013-01-29−4,300→ 0 total→ $.01 Par Value Common Stock (4,300 underlying) - Disposition to Issuer
Stock Appreciation Rights
2013-01-29−3,000→ 0 totalExercise: $74.65Exp: 2036-02-01→ Common Stock (3,000 underlying)
Footnotes (5)
- [F1]Reporting person's retainers and fees earned as a Director of Issuer are deferred into Ralcorp Holdings, Inc. Stock Equivalents under the Issuer's Deferred Compensation Plan for Non-Management Directors. Reporting person is credited with Stock Equivalents as soon as administratively practicable following the month in which such retainers and fees are earned. The value of these Stock Equivalents is distributed (on a one-for-one basis) in the form of cash upon retirement from the Board of Directors.
- [F2]The Stock Equivalents have no fixed exercisable or expiration dates.
- [F3]Fractional shares credited monthly are reflected in the end of month total.
- [F4]The cash value of the derivative securities will be distributed in accordance with the Agreement and Plan of Merger, dated as of November 26, 2012 (the "Merger Agreement"), by and among Ralcorp Holdings, Inc. ("Ralcorp"), ConAgra Foods, Inc., and Phoenix Acquisition Sub Inc. ("Merger Sub"), pursuant to which Ralcorp merged with and into Merger Sub on January 29, 2013 (the "Merger"). The distribution will occur after the effective date of the merger.
- [F5]Pursuant to the Merger Agreement, each stock appreciation right to acquire shares of Ralcorp common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive $90.00 cash, without interest.
Documents
Issuer
RALCORP HOLDINGS INC /MO
CIK 0001029506
Entity typeother
Related Parties
1- filerCIK 0001253466
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 4:56 PM ET
- Size
- 13.4 KB