FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Diamond Foods Inc [ DMND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/29/2016 | D | 11,129 | D | (1) | 0 | I | By ZoCo L.P. (Family Partnership) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (Right to Buy) | $15.01 | 02/29/2016 | D(2) | 10,000 | (10) | 07/19/2016 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $17.03 | 02/29/2016 | D(3) | 10,000 | (10) | 07/19/2017 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $24.91 | 02/29/2016 | D(4) | 10,000 | (10) | 07/20/2018 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $25.2 | 02/29/2016 | D(5) | 10,000 | (10) | 07/19/2019 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $43.24 | 02/29/2016 | D(6) | 10,000 | (10) | 07/19/2020 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $74.6 | 02/29/2016 | D(6) | 10,000 | (10) | 07/19/2021 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $17.61 | 02/29/2016 | D(7) | 10,000 | (10) | 07/19/2022 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $22.08 | 02/29/2016 | D(8) | 10,000 | (10) | 07/21/2023 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) | |||
Director Stock Option (Right to Buy) | $27.74 | 02/29/2016 | D(9) | 10,000 | (10) | 07/20/2024 | Common Stock | 10,000 | $0 | 0 | I | By ZoCo L.P. (Family Partnership) |
Explanation of Responses: |
1. On October 27, 2015, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Snyder's-Lance, Inc., a North Carolina corporation (the "Acquirer"), and certain of the Acquirer's affiliates. Upon the closing (the "Closing") of the transactions (collectively, the "Acquisition") contemplated by the Merger Agreement on February 29, 2016, each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock. |
2. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $7.35, as well as approximately 0.41 shares of the Acquirer's Common Stock. |
3. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $6.66, as well as approximately 0.37 shares of the Acquirer's Common Stock. |
4. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $3.95, as well as approximately 0.22 shares of the Acquirer's Common Stock. |
5. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $3.85, as well as approximately 0.21 shares of the Acquirer's Common Stock. |
6. Upon the Closing, this option was cancelled. |
7. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $6.46, as well as approximately 0.36 shares of the Acquirer's Common Stock. |
8. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $4.92, as well as approximately 0.27 shares of the Acquirer's Common Stock. |
9. Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $2.98, as well as approximately 0.16 shares of the Acquirer's Common Stock. |
10. This option was fully vested and exercisable as of the Closing or was accelerated such that it was fully vested and exercisable in connection with the Acquisition. |
Remarks: |
/s/ Robert J. Zollars by Leda M. Mouallem, Attorney-in-Fact | 03/02/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |