4//SEC Filing
Annie's, Inc. 4
Accession 0001209191-14-064392
CIK 0001431897operating
Filed
Oct 21, 8:00 PM ET
Accepted
Oct 22, 7:37 PM ET
Size
32.3 KB
Accession
0001209191-14-064392
Insider Transaction Report
Form 4
Annie's, Inc.BNNY
Foraker John M.
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Non-Qualified Stock Options (right to buy)
2014-10-21−86,768→ 0 totalExercise: $5.20Exp: 2015-05-08→ Common Stock (86,768 underlying) - Disposition to Issuer
Non-Qualified Stock Options (right to buy)
2014-10-21−20,617→ 0 totalExercise: $32.48Exp: 2024-06-23→ Common Stock (20,617 underlying) - Disposition to Issuer
Performance Share Units
2014-10-21−5,640→ 0 totalExercise: $0.00Exp: 2016-12-31→ Common Stock (5,640 underlying) - Exercise/Conversion
Common Stock
2014-10-20$5.20/sh+6,196$32,219→ 6,196 total - Disposition to Issuer
Non-Qualified Stock Options (right to buy)
2014-10-21−61,970→ 0 totalExercise: $6.62Exp: 2016-07-12→ Common Stock (61,970 underlying) - Disposition to Issuer
Non-Qualified Stock Options (right to buy)
2014-10-21−62,937→ 0 totalExercise: $19.00Exp: 2022-03-26→ Common Stock (62,937 underlying) - Disposition to Issuer
Performance Share Units
2014-10-21−6,927→ 0 totalExercise: $0.00Exp: 2017-12-31→ Common Stock (6,927 underlying) - Exercise/Conversion
Non-Qualified Stock Options (right to buy)
2014-10-20−6,196→ 86,768 totalExercise: $5.20Exp: 2015-05-08→ Common Stock (6,196 underlying) - Disposition to Issuer
Non-Qualified Stock Options (right to buy)
2014-10-21−74,364→ 0 totalExercise: $6.62Exp: 2016-09-07→ Common Stock (74,364 underlying) - Disposition to Issuer
Performance Share Units
2014-10-21−11,842→ 0 totalExercise: $0.00Exp: 2015-12-31→ Common Stock (11,842 underlying) - Sale
Common Stock
2014-10-20$45.97/sh−6,196$284,824→ 0 total - Disposition to Issuer
Non-Qualified Stock Options (right to buy)
2014-10-21−37,182→ 0 totalExercise: $6.62Exp: 2016-07-12→ Common Stock (37,182 underlying)
Footnotes (11)
- [F1]These sales were effectuated pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2013.
- [F10]These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were canceled pursuant to the terms of the Merger Agreement.
- [F11]These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at the target level) based on the achievement of a specified three-year cumulative compound adjusted diluted earnings per share growth rate, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 per share in cash, without interest and less any applicable withholding taxes.
- [F2]This transaction was executed in multiple trades at prices ranging from $45.96 to $45.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- [F3]This stock option is immediately exercisable as to 86,768 shares and is fully vested.
- [F4]Pursuant to the terms of the Agreement and Plan of Merger, dated September 8, 2014 (the "Merger Agreement"), by and among Annie's, Inc. (the "Issuer"), General Mills, Inc. ("General Mills") and Sandy Acquisition Corporation, an indirect wholly-owned subsidiary of General Mills, these options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
- [F5]These options, which provided for vesting in five equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
- [F6]These options, which provided for vesting in two equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
- [F7]This stock option, which was immediately exercisable as to 74,364 shares and was fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
- [F8]These options, which provided for vesting in four equal annual installments beginning on the second anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
- [F9]These options, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $46.00 less the per share exercise price multiplied by the number of unexercised options, without interest and less any applicable withholding taxes.
Documents
Issuer
Annie's, Inc.
CIK 0001431897
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001431897
Filing Metadata
- Form type
- 4
- Filed
- Oct 21, 8:00 PM ET
- Accepted
- Oct 22, 7:37 PM ET
- Size
- 32.3 KB