0001127602-12-021829.txt : 20120705 0001127602-12-021829.hdr.sgml : 20120704 20120705180916 ACCESSION NUMBER: 0001127602-12-021829 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: ANDERSON KERRII B CENTRAL INDEX KEY: 0001227159 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25123 FILM NUMBER: 12949093 MAIL ADDRESS: STREET 1: WENDY'S INTERNATIONAL, INC STREET 2: 4288 WEST DUBLIN-GRANVILLE RD. CITY: DUBLIN STATE: OH ZIP: 43017 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 0001227159 ANDERSON KERRII B 7676 E. PINNACLE PEAK ROAD SCOTTSDALE AZ 85255 1 Common Stock 2012-07-02 4 U 0 4000 51.50 D 7673 D Common Stock 2012-07-02 4 D 0 7673 51.50 D 0 D Cash-Settled Stock Appreciation Rights 0 2012-07-02 4 D 0 3378 51.50 D Common Stock 3378 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 per share 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. /s/ Mark D. Mumford, attorney-in-fact for Kerrii Anderson 2012-07-05