0001140361-16-056170.txt : 20160302 0001140361-16-056170.hdr.sgml : 20160302 20160302214025 ACCESSION NUMBER: 0001140361-16-056170 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: Lea Robert M CENTRAL INDEX KEY: 0001333501 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51439 FILM NUMBER: 161479413 MAIL ADDRESS: STREET 1: CO DIAMOND FOODS INC STREET 2: 1050 SOUTH DIAMOND STREET CITY: STOCKTON STATE: CA ZIP: 95205 4 1 doc1.xml FORM 4 X0306 4 2016-02-29 0 0001320947 Diamond Foods Inc DMND 0001333501 Lea Robert M 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 38057 D 0 D Director Stock Option (Right to Buy) 24.91 2016-02-29 4 D 0 10000 0 D 2018-07-20 Common Stock 10000 0 D Director Stock Option (Right to Buy) 25.20 2016-02-29 4 D 0 10000 0 D 2019-07-19 Common Stock 10000 0 D Director Stock Option (Right to Buy) 43.24 2016-02-29 4 D 0 10000 0 D 2020-07-19 Common Stock 10000 0 D Director Stock Option (Right to Buy) 74.60 2016-02-29 4 D 0 10000 0 D 2021-07-19 Common Stock 10000 0 D Director Stock Option (Right to Buy) 17.61 2016-02-29 4 D 0 10000 0 D 2022-07-19 Common Stock 10000 0 D Director Stock Option (Right to Buy) 22.08 2016-02-29 4 D 0 10000 0 D 2023-07-21 Common Stock 10000 0 D Director Stock Option (Right to Buy) 27.74 2016-02-29 4 D 0 10000 0 D 2024-07-20 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 $3.95, as well as approximately 0.22 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 $3.85, as well as approximately 0.21 shares of the Acquirer's Common Stock. Upon the Closing, this option was cancelled. 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 $6.46, 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 $4.92, as well as approximately 0.27 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 $2.98, as well as approximately 0.16 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/ Robert Lea by Leda M. Mouallem, Attorney-in-Fact 2016-03-02