POUND JOHN 4
4 · COST PLUS INC/CA/ · Filed Jun 29, 2012
Insider Transaction Report
Form 4
POUND JOHN
Director
Transactions
- Disposition from Tender
Cost Plus Common Stock
2012-06-29$22.00/sh−15,000$330,000→ 0 total(indirect: By Estate of Robert V. Pound) - Disposition to Issuer
Cost Plus Common Stock
2012-06-29$22.00/sh−8,333$183,326→ 0 total - Disposition to Issuer
Cost Plus Common Stock
2012-06-29$22.00/sh−2,727$59,994→ 0 total
Footnotes (3)
- [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 offer (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of May 8, 2012 (the "Merger Agreement"), by and among Bed Bath & Beyond Inc., a New York corporation ("BBBY"), and Blue Coral Acquisition Corp., a California corporation and a direct wholly owned subsidiary of BBBY ("Purchaser") and Cost Plus, Inc. (the "Company"). On June 29, 2012, all shares which were tendered by the filing person in connection with the Offer were accepted for payment by Purchaser.
- [F2]John C. Pound is the sole executor and a beneficiary of the Estate of Robert V. Pound. These shares are held by the Estate, and the reporting person may be deemed to be the indirect beneficial owner of these shares. The reporting person disclaims beneficial ownership of the shares held by the Estate except to the extent of his pecuniary interest therein.
- [F3]Pursuant to the Merger Agreement, all deferred stock units held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective June 29, 2012, in exchange for the right to receive cash equal to the number of units multiplied by the per share purchase price of $22.00.