0001127602-12-021835.txt : 20120705 0001127602-12-021835.hdr.sgml : 20120704 20120705182314 ACCESSION NUMBER: 0001127602-12-021835 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: RHOADES M ANN CENTRAL INDEX KEY: 0001222685 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25123 FILM NUMBER: 12949127 MAIL ADDRESS: STREET 1: C/O P F CHANGS CHINA BISTRO INC STREET 2: 15210 N SCOTTSDALE ROAD STE 300 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 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 0001222685 RHOADES M ANN 7676 E. PINNACLE PEAK ROAD SCOTTSDALE AZ 85255 1 Common Stock 2012-07-02 4 U 0 4551 51.50 D 10214 D Common Stock 2012-07-02 4 D 0 10214 51.50 D 0 D Option To Purchase Common Stock 32.49 2012-07-02 4 D 0 30000 51.50 D Common Stock 30000 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 Cash-Settled Stock-Based Awards 0 2012-07-02 4 D 0 3486 51.50 D Common Stock 3486 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, 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. In accordance with the terms of the Merger Agreement, the restricted cash 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 cash units. /s/ Mark D. Mumford, attorney-in-fact for M. Ann Rhoades 2012-07-05