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