0000899243-16-011817.txt : 20160115
0000899243-16-011817.hdr.sgml : 20160115
20160115173449
ACCESSION NUMBER: 0000899243-16-011817
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160115
FILED AS OF DATE: 20160115
DATE AS OF CHANGE: 20160115
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BOULDER BRANDS, INC.
CENTRAL INDEX KEY: 0001331301
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 202949397
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1600 PEARL STREET
STREET 2: SUITE 300
CITY: BOULDER
STATE: CO
ZIP: 80302
BUSINESS PHONE: 3036821982
MAIL ADDRESS:
STREET 1: 1600 PEARL STREET
STREET 2: SUITE 300
CITY: BOULDER
STATE: CO
ZIP: 80302
FORMER COMPANY:
FORMER CONFORMED NAME: BOULDER BRANDS, INC
DATE OF NAME CHANGE: 20130102
FORMER COMPANY:
FORMER CONFORMED NAME: SMART BALANCE, INC.
DATE OF NAME CHANGE: 20070523
FORMER COMPANY:
FORMER CONFORMED NAME: Boulder Specialty Brands, Inc.
DATE OF NAME CHANGE: 20050624
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sacco Christine
CENTRAL INDEX KEY: 0001507301
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33595
FILM NUMBER: 161346444
MAIL ADDRESS:
STREET 1: C/O SMART BALANCE, INC.
STREET 2: 115 WEST CENTURY ROAD, SUITE 260
CITY: PARAMUS
STATE: NJ
ZIP: 07652
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-01-15
1
0001331301
BOULDER BRANDS, INC.
BDBD
0001507301
Sacco Christine
C/O BOULDER BRANDS, INC.,
1600 PEARL STREET, SUITE 300
BOULDER
CO
80302
0
1
0
0
CFO and Assistant Treasurer
Common Stock
2016-01-15
4
U
0
4100
11.00
D
0
D
Option to Purchase
12.24
2016-01-15
4
D
0
100000
12.24
D
2022-10-08
Common Stock
100000
0
D
Option to Purchase
5.26
2016-01-15
4
D
0
177305
5.26
D
2022-01-03
Common Stock
177305
0
D
Option to Purchase
4.60
2016-01-15
4
D
0
72695
4.60
D
2018-01-21
Common Stock
72695
0
D
Option to Purchase
4.33
2016-01-15
4
D
0
50000
4.33
D
2020-12-31
Common Stock
50000
0
D
On January 15, 2016, Pinnacle Foods, Inc., a Delaware corporation ("Pinnacle"), acquired the issuer pursuant to the Agreement and Plan of Merger, dated November 24, 2015, by and among Slope Acquisition Inc., a Delaware corporation ("Purchaser"), Pinnacle and the issuer (the "Merger Agreement"). In accordance with the Merger Agreement, Purchaser was merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Pinnacle. Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the issuer's common stock was cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration").
The stock options granted in October 2012, January 2012, March 2011 and December 2010, respectively, each were scheduled to vest ratably over four years. The Merger Agreement provided that each stock option outstanding immediately prior to the Effective Time, whether or not then exercisable or vested, be cancelled and that each stock option with an exercise price that is less than the Merger Consideration be converted automatically into the right to receive promptly after the Effective Time an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of the stock option multiplied by (ii) the number of shares subject to the stock option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment.
(Continued from footnote 2) As provided in the Merger Agreement, any stock option with an exercise price that is greater than the Merger Consideration was cancelled for no consideration at the Effective Time.
/s/ Christine Sacco, by Timothy Kraft, Attorney-in-fact
2016-01-15