0001127602-12-021826.txt : 20120705
0001127602-12-021826.hdr.sgml : 20120704
20120705180533
ACCESSION NUMBER: 0001127602-12-021826
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120702
FILED AS OF DATE: 20120705
DATE AS OF CHANGE: 20120705
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WESSELS KENNETH J
CENTRAL INDEX KEY: 0001219193
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25123
FILM NUMBER: 12949087
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: P F CHANGS CHINA BISTRO INC
CENTRAL INDEX KEY: 0001039889
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 860815086
FISCAL YEAR END: 0103
BUSINESS ADDRESS:
STREET 1: 7676 E. PINNACLE PEAK RD.
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85255
BUSINESS PHONE: 480-888-3000
MAIL ADDRESS:
STREET 1: 7676 E. PINNACLE PEAK RD.
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85255
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2012-07-02
1
0001039889
P F CHANGS CHINA BISTRO INC
PFCB
0001219193
WESSELS KENNETH J
7676 E. PINNACLE PEAK ROAD
SCOTTSDALE
AZ
85255
1
Common Stock
2012-07-02
4
U
0
23000
51.50
D
0
D
Common Stock
2012-07-02
4
D
0
12892
51.50
D
0
D
Cash-Settled Stock Appreciation Rights
0
2012-07-02
4
D
0
9898
51.50
D
Common Stock
9898
0
D
Option To Purchase Common Stock
39.54
2012-07-02
4
D
0
15000
51.50
D
Common Stock
15000
0
D
Option To Purchase Common Stock
50.05
2012-07-02
4
D
0
15000
51.50
D
Common Stock
15000
0
D
Option To Purchase Common Stock
53.80
2012-07-02
4
D
0
15000
0
D
Common Stock
15000
0
D
Option To Purchase Common Stock
43.22
2012-07-02
4
D
0
7716
51.50
D
Common Stock
7716
0
D
Option To Purchase Common Stock
38.25
2012-07-02
4
D
0
8874
51.50
D
Common Stock
8874
0
D
On July 2, 2012, Wok Acquisition Corp. ("Purchaser"), an indirect wholly owned subsidiary of Wok Parent LLC ("Parent"), successfully completed the tender offer for all outstanding shares of the common stock of P.F. Chang's China Bistro, Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated May 1, 2012, as amended by Amendment No. 1, dated June 22, 2012 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the tender offer on July 2, 2012, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director of Issuer, effective on July 2, 2012.
In accordance with the terms of the Merger Agreement, the restricted stock units held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash payment equal to $51.50 multiplied by the number of cancelled restricted stock units.
In accordance with the terms of the Merger Agreement, the cash-settled stock appreciation rights held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash
payment equal to the number of cancelled cash-settled stock appreciation rights multiplied by the difference between the exercise price of the cash-settled stock appreciation right and the per share purchase price of $51.50 in
accordance with the Merger Agreement.
In accordance with the terms of the Merger Agreement, this stock option was deemed to be fully vested, exercised and cancelled at the effective time of the Merger in exchange for a cash payment equal to the number of option shares multiplied by the difference between $51.50 per share and the exercise price of the stock option.
In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $51.50 per share.
/s/ Mark D. Mumford, attorney-in-fact for Kenneth J Wessels
2012-07-05