0001127602-12-021869.txt : 20120705
0001127602-12-021869.hdr.sgml : 20120704
20120705192024
ACCESSION NUMBER: 0001127602-12-021869
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120702
FILED AS OF DATE: 20120705
DATE AS OF CHANGE: 20120705
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HUDSON DAWN E
CENTRAL INDEX KEY: 0001219888
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25123
FILM NUMBER: 12949257
MAIL ADDRESS:
STREET 1: 1605 CURTIS BRIDGE ROAD
CITY: WILKESBORO
STATE: NC
ZIP: 28697
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2012-07-02
1
0001039889
P F CHANGS CHINA BISTRO INC
PFCB
0001219888
HUDSON DAWN E
7676 E. PINNACLE PEAK ROAD
SCOTTSDALE
AZ
85255
1
Common Stock
2012-07-02
4
D
0
8300
51.50
D
0
D
Cash-Settled Stock Appreciation Rights
0
2012-07-02
4
D
0
985
51.50
D
Common Stock
985
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 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.
/s/ Mark D. Mumford, attorney-in-fact for Dawn E Hudson
2012-07-05