0000899243-17-001819.txt : 20170124
0000899243-17-001819.hdr.sgml : 20170124
20170124135637
ACCESSION NUMBER: 0000899243-17-001819
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170120
FILED AS OF DATE: 20170124
DATE AS OF CHANGE: 20170124
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AEP INDUSTRIES INC
CENTRAL INDEX KEY: 0000785787
STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081]
IRS NUMBER: 221916107
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1031
BUSINESS ADDRESS:
STREET 1: 95 CHESTNUT RIDGE ROAD
CITY: MONTVALE
STATE: NJ
ZIP: 07645
BUSINESS PHONE: 2016416600
MAIL ADDRESS:
STREET 1: 95 CHESTNUT RIDGE ROAD
CITY: MONTVALE
STATE: NJ
ZIP: 07645
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: POWERS JOHN J
CENTRAL INDEX KEY: 0001197918
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35117
FILM NUMBER: 17543349
MAIL ADDRESS:
STREET 1: 95 CHESTNUT RIDGE ROAD
CITY: MONTVALE
STATE: NJ
ZIP: 07645
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-01-20
1
0000785787
AEP INDUSTRIES INC
AEPI
0001197918
POWERS JOHN J
95 CHESTNUT RIDGE ROAD
MONTVALE
NJ
07645
1
1
0
0
President and COO
Common Stock
2017-01-20
4
A
0
412
0.00
A
28484
D
Common Stock
2017-01-20
4
D
0
21594
D
6890
D
Common Stock
2017-01-20
4
D
0
6890
D
0
D
Common Stock
2017-01-20
4
D
0
144391
D
0
I
By spouse
Common Stock
2017-01-20
4
D
0
20236
D
0
I
2012 Lauren Powers Trust for benefit of Son
Common Stock
2017-01-20
4
D
0
22454
D
0
I
2012 Lauren Powers Trust for benefit of Son
Common Stock
2017-01-20
4
D
0
25236
D
0
I
2012 Lauren Powers Trust for benefit of Son
Common Stock
2017-01-20
4
D
0
25236
D
0
I
2012 Lauren Powers Trust for benefit of Daughter
Common Stock
2017-01-20
4
D
0
87489
D
0
I
By spouse as trustee of GRAT #9
Common Stock
2017-01-20
4
D
0
4433
D
0
I
ESOP
Pursuant to the Agreement and Plan of Merger, dated as of August 24, 2016, as amended, by and among AEP Industries Inc., Berry Plastics Group, Inc. ("Berry") and certain subsidiaries of Berry (the "Merger Agreement"), at the effective time of the mergers on January 20, 2017, each recipient of performance units for fiscal 2017 earned 2/12ths of such performance unit grant.
Pursuant to the Merger Agreement, at the effective time of the mergers, each share of AEP common stock issued and outstanding immediately prior to the effective time of the mergers was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, $110.00 in cash or 2.5011 shares of Berry common stock.
Pursuant to the Merger Agreement, at the effective time of the mergers, the vesting conditions or restrictions applicable to each outstanding performance unit lapsed (including the performance units acquired as described in footnote (1) above), and each performance unit was converted into the right to receive payment for such performance units in accordance with his or her election. Upon the vesting of performance units at the effective time of the mergers, the reporting person elected to receive a cash payment equal to the product of (A) the closing price of a share of AEP common stock on the Nasdaq Global Select Market on the last full trading day prior to the closing date and (B) the total number of shares of AEP common stock subject to such performance unit.
The 2012 Lauren Powers Trusts for the benefit of her children were established by Mrs. Powers with Mr. Powers as trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
Grantor Retained Annuity Trust #9 (GRAT #9) was established by Mr. Brendan Barba, and the trustees of the GRAT are Mr. Paul M. Feeney (Executive Vice President, Finance and CFO of AEP) and the two daughters of Mr. Barba (who are also co-beneficiaries of the GRAT.) Mr. Powers is the spouse of one such daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
/s/ John F. Hughes, Jr., Attorney-in-fact
2017-01-24