0001513162-13-000902.txt : 20131127 0001513162-13-000902.hdr.sgml : 20131127 20131127155833 ACCESSION NUMBER: 0001513162-13-000902 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131119 FILED AS OF DATE: 20131127 DATE AS OF CHANGE: 20131127 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NASH FINCH CO CENTRAL INDEX KEY: 0000069671 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410431960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 7600 FRANCE AVE STREET 2: PO BOX 355 CITY: SOUTH MINNEAPOLIS STATE: MN ZIP: 55435-0355 BUSINESS PHONE: 6128320534 FORMER COMPANY: FORMER CONFORMED NAME: NASH CO DATE OF NAME CHANGE: 19710617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIMOND ROBERT B CENTRAL INDEX KEY: 0001229230 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00785 FILM NUMBER: 131247836 MAIL ADDRESS: STREET 1: 7600 FRANCE AVE SOUTH STREET 2: PO BOX 355 CITY: MINNEAPOLIS STATE: MN ZIP: 55440-0355 4/A 1 primary_doc.xml PRIMARY DOCUMENT X0306 4/A 2013-11-19 2013-11-21 1 0000069671 NASH FINCH CO NAFC 0001229230 DIMOND ROBERT B C/O NASH-FINCH COMPANY 7600 FRANCE AVENUE SOUTH MINNEAPOLIS MN 55435 0 1 0 0 Executive VP, CFO & Treasurer Common Stock 2013-11-19 4 A 0 23450 0 A 113113 D Common Stock 2013-11-19 4 F 0 43353 28.33 D 69760 D Common Stock 2013-11-19 4 D 0 69760 D 0 D Consists of shares issued as a result of accelerated vesting of previously granted equity awards immediately prior to the change in control resulting from the merger (the "Merger") of Nash-Finch Company (the "Company") with SS Delaware, Inc. ("Merger Sub"), a wholly owned subsidiary of Spartan Stores, Inc. ("Spartan Stores") on November 19, 2013 pursuant to that certain Agreement and Plan of Merger, dated as of July 21, 2013, by and among the Company, Merger Sub and Spartan Stores. On November 17, 2013, in accordance with Rule 16b-3(d)(1) under the Securities Exchange Act of 1934, the Board of Directors of the Company approved the accelerated vesting of such awards. Holdings include 2,686 of Restricted Stock Units acquired since January 2012 and 1,668 of Deferred Stock Units (LTIP) acquired since April 2011 as the result of deemed reinvestment of dividends equivalents. Consists of shares withheld to satisfy applicable withholding tax obligations in connection with (i) the accelerated vesting of equity awards described in Note 1 above and (2) the issuance of shares of common stock pursuant to previously vested but deferred equity awards, in each case based upon the average of the high and low trading prices of the Company's shares on November 18, 2013. Consists of shares disposed of in the Merger in exchange for 1.20 shares of common stock of Spartan Stores per share of the Company's common stock. The shares of common stock of Spartan Stores had a market value of $23.55 per share as of the close of trading on NASDAQ on November 18, 2013, the trading day immediately preceding the effective time of the Merger. On November 21, 2013, the reporting person filed a Form 4 reporting a total of 89,448 shares beneficially owned prior to the withholding of shares to satisfy applicable tax obligations, and 46,095 shares beneficially owned after such withholding. The total number of shares disposed of was reported as 46,095. The Form 4 did not include an additional 23,665 shares that were previously owned by the reporting person in either the total number of shares beneficially owned or the total number of shares disposed of. The totals on this amended Form 4 reflect the inclusion of these shares. /s/Kathleen Mahoney by Power of Attorney 2013-11-27