0001140361-16-056174.txt : 20160302 0001140361-16-056174.hdr.sgml : 20160302 20160302214431 ACCESSION NUMBER: 0001140361-16-056174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160229 FILED AS OF DATE: 20160302 DATE AS OF CHANGE: 20160302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Diamond Foods Inc CENTRAL INDEX KEY: 0001320947 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 941365192 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 1050 SOUTH DIAMOND STREET CITY: STOCKTON STATE: CA ZIP: 95205 7087 BUSINESS PHONE: 209 467 6000 MAIL ADDRESS: STREET 1: 1050 SOUTH DIAMOND STREET CITY: STOCKTON STATE: CA ZIP: 95205 7087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILCOCK RAYMOND CENTRAL INDEX KEY: 0001189768 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51439 FILM NUMBER: 161479418 MAIL ADDRESS: STREET 1: 399 JEFFERSON ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 4 1 doc1.xml FORM 4 X0306 4 2016-02-29 0 0001320947 Diamond Foods Inc DMND 0001189768 SILCOCK RAYMOND C/O DIAMOND FOODS, INC. 600 MONTGOMERY STREET, 13TH FLOOR SAN FRANCISCO CA 94111 0 1 0 0 EVP & Chief Financial Officer Common Stock 2016-02-29 4 D 0 41112 D 0 D Employee Stock Option (Right to Buy) 18.97 2016-02-29 4 D 0 65194 0 D 2023-06-11 Common Stock 65194 0 D Employee Stock Option (Right to Buy) 20.89 2016-02-29 4 D 0 26940 0 D 2023-10-01 Common Stock 26940 0 D Restricted Stock Units 2016-02-29 4 D 0 17334 0 D Common Stock 17334 0 D Performance Based Restricted Stock Units 2016-02-29 4 D 0 14276 0 D Common Stock 14276 0 D Performance Based Restricted Stock Units 2016-02-29 4 D 0 15635 0 D Common Stock 15635 0 D Represents 16,800 fully vested shares of the Issuer's Common Stock and 24,312 restricted shares of the Issuer's Common Stock, the latter of which consists of: (a) 17,132 shares that vest in two equal installments on June 12, 2016 and 2017; and 7,180 shares that vest in two equal installments on October 2, 2016 and 2017, provided that the vesting is contingent on the Reporting Person remaining in continuous service as an employee or consultant through the date of such vesting event. On October 27, 2015, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Snyder's-Lance, Inc., a North Carolina corporation (the "Acquirer"), and certain of the Acquirer's affiliates. Upon the closing (the "Closing") of the transactions (collectively, the "Acquisition") contemplated by the Merger Agreement on February 29, 2016, each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock, provided, however, that such cash payment and shares of Acquirer's Common Stock (a) continue to vest in the same manner as the shares of Issuer's Common Stock would have vested if not for the Acquisition and (b) remain subject to the same repurchase option, risk of forfeiture and other conditions (continued on footnote 3) (continued from footnote 2) that would have applied to the shares of the Issuer's Common Stock if not for the Acquisition, as further described above. Upon the Closing, this option was assumed (the "Assumption") by the Acquirer and became an option to purchase a number of shares of the Acquirer's Common Stock determined by multiplying the number of shares of Issuer Common Stock that were subject to this option immediately before the Assumption by approximately 1.13575 and rounding the resulting number down to the nearest integer, with the per-share exercise price of the option after the Assumption determined by dividing the per-share exercise price of the option immediately before the Assumption by 1.13575 and rounding the resulting exercise price up to the nearest whole cent, provided, however, that the resulting option remains subject to the same vesting schedule or conditions and the same restrictions on exercisability as would have applied to this option if not for the Acquisition, as further described below. This option vests and becomes exercisable as to one fourth of the shares on June 12, 2014, and as to the remaining shares ratably each calendar quarter over the following 36-month period, provided the Reporting Person remains in continuous service as an employee or consultant through each such date. This option vests and becomes exercisable as to one fourth of the shares on October 2, 2014, and as to the remaining shares ratably each calendar quarter over the following 36-month period, provided the executive officer remains in continuous service as an employee or consultant through each such date. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock. Upon the Closing, each of these Restricted Stock Units was assumed by the Acquirer and became a Restricted Stock Unit representing a contingent right to receive approximately 1.13575 shares of the Acquirer's Common Stock, with the aggregate number of Restricted Stock Units after such assumption rounded down to the nearest integer. These Restricted Stock Units vest as follows: (a) 7,817 ordinary Restricted Stock Units vest in three equal installments on October 7, 2016, 2017 and 2018; (b) 9,517 ordinary Restricted Stock Units vest in four equal annual installments on each calendar anniversary of October 8, 2015. These performance-based Restricted Stock Units vest in equal quarterly installments over the period from August 1, 2015, to July 31, 2018, provided, however, that the Reporting Person remain in continuous service as an employee or consultant through the date of each such vesting event. Performance metrics, terms and/or conditions to which these performance-based Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved and/or satisfied, as applicable, at the target level(s) upon the Closing. Upon the Closing, each of these performance-based Restricted Stock Units was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock. These Restricted Stock Units accelerated and became vested in full upon the Closing. /s/ Raymond Silcock by Leda M. Mouallem, Attorney-in-Fact 2016-03-02