0001181431-12-038545.txt : 20120629 0001181431-12-038545.hdr.sgml : 20120629 20120629165943 ACCESSION NUMBER: 0001181431-12-038545 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120629 FILED AS OF DATE: 20120629 DATE AS OF CHANGE: 20120629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Einstein Clifford J CENTRAL INDEX KEY: 0001412843 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14970 FILM NUMBER: 12936633 MAIL ADDRESS: STREET 1: 200 FOURTH STREET CITY: OAKLAND STATE: CA ZIP: 94607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COST PLUS INC/CA/ CENTRAL INDEX KEY: 0000798955 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 941067973 STATE OF INCORPORATION: CA FISCAL YEAR END: 0129 BUSINESS ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 5108937300 MAIL ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 4 1 rrd349377.xml FORM 4 X0305 4 2012-06-29 1 0000798955 COST PLUS INC/CA/ CPWM 0001412843 Einstein Clifford J 200 FOURTH STREET OAKLAND CA 94607 1 0 0 0 Cost Plus Common Stock 2012-06-29 4 U 0 29500 22.00 D 0 D Cost Plus Common Stock 2012-06-29 4 D 0 6218 22.00 D 0 D Cost Plus Common Stock 2012-06-29 4 D 0 2727 22.00 D 0 D Director Stock Option 4.25 2012-06-29 4 D 0 16000 17.75 D Cost Plus Common Stock 0 D Director Stock Option 3.61 2012-06-29 4 D 0 12000 18.39 D Cost Plus Common Stock 0 D Director Stock Option 0.89 2012-06-29 4 D 0 1500 21.11 D Cost Plus Common Stock 0 D Director Stock Option 4.86 2012-06-29 4 D 0 12000 17.14 D Cost Plus Common Stock 0 D All shares held by the filing person were paid for in connection with the change of control which occurred upon the acceptance of shares pursuant to the tender offer (the "Offer"), which was launched in connection with the Agreement and Plan of Merger, dated as of May 8, 2012 (the "Merger Agreement"), by and among Bed Bath & Beyond Inc., a New York corporation ("BBBY"), and Blue Coral Acquisition Corp., a California corporation and a direct wholly owned subsidiary of BBBY ("Purchaser") and Cost Plus, Inc. (the "Company"). On June 29, 2012, all shares which were tendered by the filing person in connection with the Offer were accepted for payment by Purchaser. Pursuant to the Merger Agreement, all deferred stock units held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective June 29, 2012, in exchange for the right to receive cash equal to the number of units multiplied by the per share purchase price of $22.00. Pursuant to the Merger Agreement, all options held by the filing person were canceled in connection with the merger of Purchaser with and into the Company, effective June 29, 2012, in exchange for the right to receive cash equal to the product of (x) the excess, if any, of the merger consideration of $22.00 per share over the exercise price per share of the option multiplied by (y) the number of shares subject to the option. Jane Baughman, attorney-in-fact for Clifford Einstein 2012-06-29