0001140361-16-056166.txt : 20160302
0001140361-16-056166.hdr.sgml : 20160302
20160302213452
ACCESSION NUMBER: 0001140361-16-056166
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: DRISCOLL BRIAN J
CENTRAL INDEX KEY: 0001276313
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51439
FILM NUMBER: 161479405
MAIL ADDRESS:
STREET 1: THREE LAKES DR
CITY: NORTHFIELD
STATE: IL
ZIP: 60093
4
1
doc1.xml
FORM 4
X0306
4
2016-02-29
0
0001320947
Diamond Foods Inc
DMND
0001276313
DRISCOLL BRIAN J
C/O DIAMOND FOODS, INC.
600 MONTGOMERY STREET, 13TH FLOOR
SAN FRANCISCO
CA
94111
1
1
0
0
President & CEO
Common Stock
2016-02-29
4
D
0
151566
D
0
D
Employee Stock Option (Right to Buy)
13.34
2016-02-29
4
D
0
220643
0
D
2022-11-18
Common Stock
220643
0
D
Employee Stock Option (Right to Buy)
14.67
2016-02-29
4
D
0
132855
0
D
2022-12-18
Common Stock
132855
0
D
Employee Stock Option (Right to Buy)
20.89
2016-02-29
4
D
0
80821
0
D
2023-10-01
Common Stock
80821
0
D
Restricted Stock Units
2016-02-29
4
D
0
41604
0
D
Common Stock
41604
0
D
Performance Based Restricted Stock Units
2016-02-29
4
D
0
34263
0
D
Common Stock
34263
0
D
Performance Based Restricted Stock Units
2016-02-29
4
D
0
37526
0
D
Common Stock
37526
0
D
Represents 50,776 fully vested shares of the Issuer's Common Stock and 100,790 restricted shares of the Issuer's Common Stock that accelerate so that they were fully vested as of the Closing (as defined below).
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 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 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.
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 were accelerated in full in connection with the Acquisition.
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, and any time-based vesting to which these performance-based Restricted Stock Units were originally subject accelerated in full in connection with the Acquisition.
Upon the Closing, each of these 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.
/s/ Brian J. Driscoll by Leda M. Mouallem, Attorney-in-Fact
2016-03-02