-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NZ3nch3U4UJ0G68Hi2JvUG+9DabyNDNNKP5VUbPMwq6B9etqHFXs/2B8jIsvQSMe ZZrlXC8/MpEM9dQlFLZYAA== 0001209191-09-006745.txt : 20090204 0001209191-09-006745.hdr.sgml : 20090204 20090204181857 ACCESSION NUMBER: 0001209191-09-006745 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090202 FILED AS OF DATE: 20090204 DATE AS OF CHANGE: 20090204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSON KENNETH CENTRAL INDEX KEY: 0001210610 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25428 FILM NUMBER: 09569543 BUSINESS ADDRESS: STREET 1: 4411 S 40TH STREET CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6024375400 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEADOW VALLEY CORP CENTRAL INDEX KEY: 0000934749 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 880328443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6024375400 MAIL ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-02-02 1 0000934749 MEADOW VALLEY CORP MVCO 0001210610 NELSON KENNETH 4602 E. THOMAS ROAD PHOENIX AZ 85018 1 1 0 0 Vice-President Common stock 2009-02-02 2009-02-02 4 D 0 138878 11.25 D 0 D Employee stock option (right to buy) 10.11 2009-02-02 2009-02-02 4 D 0 10000 D 2011-11-30 Common stock 10000 0 D On February 2, 2009, Phoenix Merger Sub, Inc. ("Merger Sub") was merged (the "Merger") with and into Meadow Valley Corporation ("Meadow Valley") pursuant to the Agreement and Plan of Merger, dated as of July 28, 2008, among Meadow Valley, Merger Sub and Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.) ("Parent"). In connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 126,284 shares of Meadow Valley common stock in exchange for membership interests in the owner of Parent. 12,528 shares of Meadow Valley common stock beneficially owned by the reporting person were automatically canceled and converted into the right to receive the merger consideration of $11.25 in cash, without interest and less applicable withholding taxes. The remaining shares of Meadow Valley common stock beneficially owned by the reporting person were disposed of prior to the consummation of the Merger. These options to purchase common stock provided vesting in installments of 3,333, 3,333 and 3,334 on November 30, 2007, 2008 and 2009, repectively. On February 2, 2009, in connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 10,000 unexercised options to acquire Meadow Valley common stock in exchange for membership interests in the owner of Parent. /s/ David D.Doty, Attorney-in-fact 2009-02-04 -----END PRIVACY-ENHANCED MESSAGE-----