0001104659-19-036683.txt : 20190620
0001104659-19-036683.hdr.sgml : 20190620
20190620161022
ACCESSION NUMBER: 0001104659-19-036683
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190618
FILED AS OF DATE: 20190620
DATE AS OF CHANGE: 20190620
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smith Eugene M.
CENTRAL INDEX KEY: 0001613776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19908654
MAIL ADDRESS:
STREET 1: 600 CITADEL DRIVE
CITY: COMMERCE
STATE: CA
ZIP: 90040
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Smart & Final Stores, Inc.
CENTRAL INDEX KEY: 0001563407
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411]
IRS NUMBER: 800862253
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1229
BUSINESS ADDRESS:
STREET 1: 600 CITADEL DRIVE
CITY: COMMERCE
STATE: CA
ZIP: 90040
BUSINESS PHONE: 323.869.7500
MAIL ADDRESS:
STREET 1: 600 CITADEL DRIVE
CITY: COMMERCE
STATE: CA
ZIP: 90040
FORMER COMPANY:
FORMER CONFORMED NAME: Smart & Final Stores
DATE OF NAME CHANGE: 20140616
FORMER COMPANY:
FORMER CONFORMED NAME: SF CC Holdings, Inc.
DATE OF NAME CHANGE: 20121130
4
1
a4.xml
4
X0306
4
2019-06-18
1
0001563407
Smart & Final Stores, Inc.
SFS
0001613776
Smith Eugene M.
C/O SMART & FINAL STORES, INC.
600 CITADEL DRIVE
COMMERCE
CA
90040
0
1
0
0
Group VP and Treasurer
Common stock (par value $0.001)
2019-06-18
4
U
0
30500
6.50
D
0
D
Common stock (par value $0.001)
2019-06-20
4
D
0
5873
6.50
D
0
D
Common stock (par value $0.001)
2019-06-20
4
D
0
20707
6.50
D
0
D
Stock option (right to buy)
5.27
2019-06-20
4
D
0
13490
1.23
D
2023-02-01
Common stock
13490
0
D
Stock option (right to buy)
5.27
2019-06-20
4
D
0
26790
1.23
D
2023-03-19
Common stock
26790
0
D
Pursuant to an agreement and plan of merger (the "Merger Agreement") by and among First Street Parent, Inc. a Delaware corporation ("Parent"), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and issuer, on June 18, 2019 Purchaser accepted the 30,500 disposed shares that were tendered pursuant to Purchaser's tender offer for all of the outstanding shares of issuer's common stock at a purchase price of $6.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes.
Pursuant to the Merger Agreement, on June 20, 2019 the 5,873 disposed shares were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes.
Pursuant to the Merger Agreement, on June 20, 2019 the 20,707 disposed shares of restricted stock were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes, with 50% of such cash payment payable effective at the time of the merger, and unless otherwise agreed by Mr. Smith and Parent, the remaining 50% of such cash payment payable when such shares of restricted stock would have vested.
This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $16,592.70, representing the product of (x) the total number of issuer's shares subject to such option immediately prior to the effective time of the merger, multiplied by (y) the excess, if any, of (A) $6.50 over (B) the exercise price payable per share under such option, subject to any applicable withholding taxes.
This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $32,951.70, representing the product of (x) the total number of issuer's shares subject to such option immediately prior to the effective time of the merger, multiplied by (y) the excess, if any, of (A) $6.50 over (B) the exercise price payable per share under such option, subject to any applicable withholding taxes.
/s/ Leland P. Smith, by power of attorney
2019-06-20