WHEELER SCOTT 4

4 · MONTEREY GOURMET FOODS · Filed Dec 14, 2009

Form 4

Period: 2009-12-11

DirectorChief Financial Officer

Transactions

Disposition from Tender
Common Stock
2009-12-11$2.70/sh−6,000$16,200→ 0 total
Disposition from Tender
Stock Options
2009-12-14−20,000→ 0 total
Exercise: $3.95→ Stock Options
Disposition from Tender
Stock Options
2009-12-14$1.58/sh−60,000$94,800→ 0 total
Exercise: $1.12→ Stock Options
Disposition from Tender
Stock Options
2009-12-14−15,000→ 0 total
Exercise: $3.76→ Stock Options
Disposition from Tender
Stock Options
2009-12-14−10,000→ 0 total
Exercise: $3.39→ Stock Options
Disposition from Tender
Stock Options
2009-12-14−15,000→ 0 total
Exercise: $3.44→ Stock Options
Disposition from Tender
Stock Options
2009-12-14−25,000→ 0 total
Exercise: $4.43→ Stock Options
Disposition from Tender
Stock Options
2009-12-14−30,000→ 0 total
Exercise: $3.02→ Stock Options

Footnotes (2)

[F1]All shares held by the filing person were paid for in connection with the change of control which occurred upon the acceptance of shares pursuant to the tender off (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of October 8, 2009 (the "Merger Agreement"), by and among Pulmuone U.S.A., Inc. ("Parent"), Pulmuone Cornerstone Corporation, a wholly owned subsidiary of Parent ("Purchaser"), and Monterey Gourmet Foods, Inc. (the "Company"). On December 11, 2009, all shares which were tendered by the filing person in connection with the Offer were accepted for payment by Purchaser.
[F2]Pursuant to the Merger Agreement, all options held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective December 14, 2009, in exchange for the right to receive cash equal to the product of (x) the excess, if any, of the merger consideration of $2.70 per share over the exercise price per share of the option multiplied by (y) the number of shares subject to the option.

Documents

1 file