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