0001214659-16-011029.txt : 20160427 0001214659-16-011029.hdr.sgml : 20160427 20160427190042 ACCESSION NUMBER: 0001214659-16-011029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160427 DATE AS OF CHANGE: 20160427 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fresh Market, Inc. CENTRAL INDEX KEY: 0001489979 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 561311233 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 628 GREEN VALLEY ROAD STREET 2: SUITE 500 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 336-272-1338 MAIL ADDRESS: STREET 1: 628 GREEN VALLEY ROAD STREET 2: SUITE 500 CITY: GREENSBORO STATE: NC ZIP: 27408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Short Jeffrey B. CENTRAL INDEX KEY: 0001563362 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34940 FILM NUMBER: 161596684 MAIL ADDRESS: STREET 1: 628 GREEN VALLEY ROAD STREET 2: SUITE 500 CITY: GREENSBORO STATE: NC ZIP: 27408 4 1 marketforms-35190.xml PRIMARY DOCUMENT X0306 4 2016-03-31 true 0001489979 Fresh Market, Inc. TFM 0001563362 Short Jeffrey B. 628 GREEN VALLEY ROAD SUITE 500 GREENSBORO NC 27408 false true false false VP-Controller (PAO) Common stock 2016-03-31 4 J false 44.28 27.10 A 3345.46 D Common stock 2016-04-27 4 D false 3345.46 28.50 D 0 D Options to purchase 22.00 2016-04-27 4 D false 7708 D Common stock 7708 0 D Options to purchase 18.69 2016-04-27 4 D false 5077 D Common stock 5077 0 D Restricted stock units 2016-04-27 4 D false 264 28.50 D Common stock 264 0 D Restricted stock units 2016-04-27 4 D false 689 28.50 D Common stock 689 0 D Restricted stock units 2016-04-27 4 D false 659 28.50 D Common stock 659 0 D Restricted stock units 2016-04-27 4 D false 878 28.50 D 2018-03-18 2018-03-18 Common stock 878 0 D Restricted stock units 2016-04-27 4 D false 1926 28.50 D Common stock 1926 0 D Performance stock units 2016-04-27 4 D false 2568 D Common stock 2568 0 D This acquisition was made pursuant to The Fresh Market, Inc. Employee Stock Purchase Plan. Pursuant to the terms of the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Pomegranate Holdings, Inc., and Pomegranate Merger Sub, Inc. (the "Merger Agreement"), each outstanding share of common stock of The Fresh Market, Inc. was converted into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, each option to purchase shares of common stock of The Fresh Market, Inc. (each, a "Company Stock Option"), whether vested or unvested, was, as of the Effective Time as defined in the Merger Agreement ("Effective Time"), canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such Company Stock Option has not been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option. The options were granted on November 4, 2010 and vested and became exercisable in 25% increments on the first four anniversaries of the grant date. The options expire upon the earlier of (a) the tenth anniversary of the date of grant; (b) if the holder's employment with The Fresh Market, Inc. is terminated for Cause as defined in the Option Award Agreement, the date of termination; or (c) if the holder's employment terminates for any other reason, the date that is three months after the date of termination. The options were granted on February 3, 2016 and vest and become exercisable in 25% increments on the first four anniversaries of the grant date. The options expire upon the earlier of (a) the tenth anniversary of the date of grant; (b) if the holder's employment with The Fresh Market, Inc. is terminated for Cause as defined in the Option Award Agreement, the date of termination; or (c) if the holder's employment terminates for any other reason, the date that is three months after the date of termination, subject to provisions for death, disability, and retirement. Each restricted stock unit ("RSU") represents the right to receive one share of common stock of The Fresh Market, Inc. on the vesting date, provided that the holder of the RSU remains employed by The Fresh Market, Inc. through the relevant vesting date, subject to accelerated vesting provisions for death, disability, retirement, and change of control. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the Merger Consideration. The RSUs were granted on March 20, 2013 and vest in 25% increments on the first four anniversaries of the grant date. The RSUs were granted on March 27, 2014 and vest in 25% increments on the first four anniversaries of the grant date. The RSUs were granted on March 18, 2015 and vest in 25% increments on the first four anniversaries of the grant date. The RSUs were granted on February 3, 2016 and vest in 25% increments on the first four anniversaries of the grant date. Each performance share unit ("PSU") represents the contingent right to receive, on the vesting date, one share of common stock of The Fresh Market, Inc. to the extent that a performance goal is satisfied. The number of PSUs stated on this line represents the target number of shares of common stock that may be received; the actual number of shares may be higher or lower than the target depending on the extent to which the threshold and target performance goals are met or exceeded. The performance goal is based on The Fresh Market, Inc.'s financial performance over a one-year performance period ending January 29, 2017. Pursuant to the Merger Agreement, each PSU granted in calendar year 2016 was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the greater of (i) the product of (A) target amount of shares of common stock that may be received and (B) the Merger Consideration (such product, the "Target Level Amount") or (ii) the product of (A) the number of shares of common stock that would be earned based on the financial results for the fiscal quarters completed prior to the Effective Time, as measured against prorated performance goals for the period from the beginning of the performance period through the last day of the most recently completed fiscal quarter prior to the Effective Time and (B) the Merger Consideration. In this case, the holder became entitled to the Target Level Amount. The PSUs vest and convert to common stock as of January 27, 2019, provided that the holder remains employed by The Fresh Market, Inc. or its affiliates through such date, subject to provisions for death, disability, retirement, and change of control. /s/ Eric Hardin, attorney-in-fact 2016-04-27