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