0000791519-17-000123.txt : 20170912 0000791519-17-000123.hdr.sgml : 20170912 20170912161307 ACCESSION NUMBER: 0000791519-17-000123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170912 FILED AS OF DATE: 20170912 DATE AS OF CHANGE: 20170912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOODMAN SHIRA CENTRAL INDEX KEY: 0001199915 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17586 FILM NUMBER: 171081242 MAIL ADDRESS: STREET 1: 40 MONTROSE STREET CITY: NEWTON CENTRE STATE: MA ZIP: 02159 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STAPLES INC CENTRAL INDEX KEY: 0000791519 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 042896127 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 BUSINESS ADDRESS: STREET 1: 500 STAPLES DRIVE STREET 2: P O BOX 9328 CITY: FRAMINGHAM STATE: MA ZIP: 01702 BUSINESS PHONE: 5082535000 MAIL ADDRESS: STREET 1: 500 STAPLES DR CITY: FRAMINGHAM STATE: MA ZIP: 01702 4 1 wf-form4_150524717134512.xml FORM 4 X0306 4 2017-09-12 1 0000791519 STAPLES INC SPLS 0001199915 GOODMAN SHIRA FIVE HUNDRED STAPLES DRIVE FRAMINGHAM MA 01702 1 1 0 0 CEO Common Stock 2017-09-12 4 D 0 275217 10.25 D 0 I Shira D Goodman Trust Common Stock 2017-09-12 4 D 0 6938.014 10.25 D 45908 D Common Stock 2017-09-12 4 D 0 45908 10.25 D 0 D Phantom Stock Unit 401(k) 2017-09-12 4 D 0 877 10.25 D Common Stock 877.0 0 D Phantom Stock Unit SERP 2017-09-12 4 D 0 580 10.25 D Common Stock 580.0 0 D Disposed of pursuant to the Agreement and Plan of Merger dated as of June 28, 2017 among issuer, Arch Parent Inc. and Arch Merger Sub Inc. (the "Merger Agreement"), pursuant to which Arch Merger Sub Inc. merged with and into the issuer (the "Merger") effective as of September 12, 2017. ESPP - Adjusted to reflect additional shares acquired through reporting person's participation in Staples Employee Stock Purchase Plan. Pursuant to the Merger Agreement, restricted stock units outstanding immediately prior to the effective time of the Merger were canceled and converted into the contingent right to receive an amount in cash equal to $10.25 per underlying share on the earlier of (i) the date on which the original vesting conditions applicable to the award (taking into account any accelerated vesting provisions to which the award is subject) are satisfied or (ii) 180 days following the closing date, subject, in each case, to the reporting person's continuous service to the issuer through the applicable vesting date. Phantom Stock Units are held in a 401(k) and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on August 29, 2017 account statement and reflects acquisitions resulting from dividend reinvestment feature. At the effective time of the Merger, the retirement plan investments represented by the phantom stock units were converted into cash equal to $10.25 per underlying share. See Table II, Column 2. Phantom Stock Units are held in a SERP and are payable in cash following the reporting person's termination of employment. Number of underlying shares of common stock is based on August 29, 2017 account statement and reflects acquisitions resulting from dividend reinvestment feature. Michael Williams, attorney-in-fact 2017-09-12 EX-24 2 goodman.txt POA LIMITED POWER OF ATTORNEY Staples, Inc. Section 16(a) Filings Know all by these presents, that the undersigned hereby constitutes and appoints Ronald Sargent, Christine Komola and Michael Williams, or either of them singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Staples, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in- fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2014. Shira Goodman /s/ Shira Goodman Signature