0001127602-12-021871.txt : 20120705 0001127602-12-021871.hdr.sgml : 20120704 20120705192447 ACCESSION NUMBER: 0001127602-12-021871 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: Mailhot Nancy F CENTRAL INDEX KEY: 0001341068 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25123 FILM NUMBER: 12949262 MAIL ADDRESS: STREET 1: PHELPS DODGE CORPORATION STREET 2: ONE NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004 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 0001341068 Mailhot Nancy F 7676 E PINNACLE PEAK RD SCOTTSDALE AZ 85255 1 Chief People Officer Common Stock 2012-07-02 4 D 0 2980 51.50 D 5826 D Common Stock 2012-07-02 4 D 0 5826 0 D 0 D Option To Purchase Common Stock 31.42 2012-07-02 4 D 0 10842 51.50 D Common Stock 10842 0 D Option To Purchase Common Stock 39.51 2012-07-02 4 D 0 15062 51.50 D Common Stock 15062 0 D Cash-Settled Stock-Based Awards 0 2012-07-02 4 D 0 15625 51.50 D Common Stock 15625 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 contributed 5,826 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, 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 Nancy F. Mailhot 2012-07-05