0001127602-12-021856.txt : 20120705 0001127602-12-021856.hdr.sgml : 20120704 20120705183931 ACCESSION NUMBER: 0001127602-12-021856 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: FEDERICO RICHARD L CENTRAL INDEX KEY: 0001217195 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25123 FILM NUMBER: 12949174 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 0001217195 FEDERICO RICHARD L 7676 E. PINNACLE PEAK ROAD SCOTTSDALE AZ 85255 1 1 Chief Executive Officer Common Stock 2012-07-02 4 D 0 57136 51.50 D 58253 D Common Stock 2012-07-02 4 D 0 58253 0 D 0 D Common Stock 2012-07-02 4 D 0 665 51.50 D 0 I By Son, Matthew Federico Common Stock 2012-07-02 4 D 0 665 51.50 D 0 I By Son, William Federico Option To Purchase Common Stock 45.99 2012-07-02 4 D 0 50000 51.50 D Common Stock 50000 0 D Option To Purchase Common Stock 43.97 2012-07-02 4 D 0 40000 51.50 D Common Stock 40000 0 D Option To Purchase Common Stock 30.05 2012-07-02 4 D 0 100000 51.50 D Common Stock 100000 0 D Option To Purchase Common Stock 39.51 2012-07-02 4 D 0 58266 51.50 D Common Stock 58266 0 D Option To Purchase Common Stock 56.99 2012-07-02 4 D 0 24000 51.50 D Common Stock 24000 0 D On July 2, 2012, P.F. Chang's China Bistro, Inc. ("Issuer") completed the merger 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, Wok Parent LLC ("Parent") and Wok Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which 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 connection with the Merger, the reporting person contributed 58,253 shares of common stock after the completion of the tender offer conducted by Purchaser and prior to the consummation of the Merger pursuant to that certain Contribution Agreement, dated July 2, 2012. 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 and replaced in the Merger with a right to receive 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, subject to the reporting person satisfying the vesting conditions set forth in the original terms 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 Richard L. Federico 2012-07-05