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
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2016-03-31
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628 GREEN VALLEY ROAD
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27408
false
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false
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VP-Controller (PAO)
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2016-03-31
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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