0001140361-16-056171.txt : 20160302
0001140361-16-056171.hdr.sgml : 20160302
20160302214134
ACCESSION NUMBER: 0001140361-16-056171
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: REES NIGEL A
CENTRAL INDEX KEY: 0001199775
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51439
FILM NUMBER: 161479414
MAIL ADDRESS:
STREET 1: ONE POST STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
4
1
doc1.xml
FORM 4
X0306
4
2016-02-29
0
0001320947
Diamond Foods Inc
DMND
0001199775
REES NIGEL A
C/O DIAMOND FOODS, INC.
600 MONTGOMERY STREET, 13TH FLOOR
SAN FRANCISCO
CA
94111
1
0
0
0
Common Stock
2016-02-29
4
D
0
8045
D
0
D
Director Stock Option (Right to Buy)
24.11
2016-02-29
4
D
0
10000
0
D
2022-03-06
Common Stock
10000
0
D
Director Stock Option (Right to Buy)
17.30
2016-02-29
4
D
0
10000
0
D
2023-03-06
Common Stock
10000
0
D
Director Stock Option (Right to Buy)
30.60
2016-02-29
4
D
0
10000
0
D
2024-03-06
Common Stock
10000
0
D
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.
Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $4.23, as well as approximately 0.23 shares of the Acquirer's Common Stock.
Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $6.56, as well as approximately 0.36 shares of the Acquirer's Common Stock.
Upon the Closing, this option was cancelled and converted into the right to receive from the Acquirer, for each share of the Issuer's Common Stock formerly subject to this option, a cash payment in an amount of approximately $2.00, as well as approximately 0.11 shares of the Acquirer's Common Stock.
This option was fully vested and exercisable as of the Closing or was accelerated such that it was fully vested and exercisable in connection with the Acquisition.
/s/ Nigel A. Rees by Leda M. Mouallem, Attorney-in-Fact
2016-03-02