-----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, S+5Zsh66oD7pjKVZkmltDVpzxz/87TsTcPHudGNaA9HELb7pM2SeDvpYaixC3+Du B7PoBpNlgPw4v/WYkMbTJA== 0001181431-10-026141.txt : 20100512 0001181431-10-026141.hdr.sgml : 20100512 20100512172842 ACCESSION NUMBER: 0001181431-10-026141 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100511 FILED AS OF DATE: 20100512 DATE AS OF CHANGE: 20100512 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIEDRICH COFFEE INC CENTRAL INDEX KEY: 0000947661 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 330086628 STATE OF INCORPORATION: CA FISCAL YEAR END: 0624 BUSINESS ADDRESS: STREET 1: 28 EXECUTIVE PARK STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492601600 MAIL ADDRESS: STREET 1: 28 EXECUTIVE PARK STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEESCHEN PAUL C CENTRAL INDEX KEY: 0001038518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21203 FILM NUMBER: 10825447 MAIL ADDRESS: STREET 1: 450 NEWPORT CENTER DRIVE STREET 2: STE 450 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sequoia Enterprises, L.P. CENTRAL INDEX KEY: 0001296809 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21203 FILM NUMBER: 10825445 BUSINESS ADDRESS: STREET 1: 450 NEWPORT CENTER DRIVE, STE 450 CITY: NEWPORT BEACH STATE: CA ZIP: 92662 BUSINESS PHONE: 949-644-1850 MAIL ADDRESS: STREET 1: 450 NEWPORT CENTER DRIVE, STE 450 CITY: NEWPORT BEACH STATE: CA ZIP: 92662 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WF Trust CENTRAL INDEX KEY: 0001462697 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21203 FILM NUMBER: 10825446 BUSINESS ADDRESS: STREET 1: 450 NEWPORT CENTER DRIVE, SUITE 450 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 644-1850 MAIL ADDRESS: STREET 1: 450 NEWPORT CENTER DRIVE, SUITE 450 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 4 1 rrd274872.xml FORM 4 X0303 4 2010-05-11 1 0000947661 DIEDRICH COFFEE INC DDRX 0001038518 HEESCHEN PAUL C 450 NEWPORT CENTER DRIVE SUITE 450 NEWPORT BEACH CA 92660 1 1 1 0 Exec COB 0001296809 Sequoia Enterprises, L.P. 450 NEWPORT CENTER DRIVE SUITE 450 NEWPORT BEACH CA 92660 0 0 1 0 0001462697 WF Trust 450 NEWPORT CENTER DRIVE, SUITE 450 NEWPORT BEACH CA 92660 0 0 1 0 Common Stock 2010-05-11 4 U 0 921 35.00 D 0 D Common Stock 2010-05-11 4 U 0 1508158 35.00 D 0 I By Sequoia Enterprises, L.P. Common Stock 2010-05-11 4 U 0 321854 35.00 D 0 I By D.C.H., L.P. Common Stock 2010-05-11 4 U 0 450000 35.00 D 0 I By WF Trust Common Stock 2010-05-11 4 U 0 250 35.00 D 0 I By Paul C. Heeschen Revocable Living Trust Warrant to purchase Common Stock 1.65 2010-05-11 4 U 0 1367000 35.00 D 2008-08-26 2018-08-26 Common Stock 1367000 0 I By Sequoia Enterprises, L.P. Warrant to purchase Common Stock 1.65 2010-05-11 4 U 0 250000 35.00 D 2001-05-08 2011-05-08 Common Stock 250000 0 I By Sequoia Enterprises, L.P. Warrant to purchase Common Stock 7.40 2010-05-11 4 U 0 70000 35.00 D 2009-04-29 2019-04-29 Common Stock 70000 0 I By Sequoia Enterprises, L.P. Warrant to purchase Common Stock 1.65 2010-05-11 4 U 0 300000 35.00 D 2008-08-26 2018-08-26 Common Stock 300000 0 I By WF Trust Employee Stock Option (right to buy) 5.36 2010-05-11 4 D 0 2000 35.00 D 2010-10-20 Common Stock 2000 0 D Employee Stock Option (right to buy) 5.00 2010-05-11 4 D 0 1750 35.00 D 2010-11-08 Common Stock 1750 0 D Employee Stock Option (right to buy) 4.14 2010-05-11 4 D 0 1250 35.00 D 2002-12-04 2011-12-04 Common Stock 1250 0 D Employee Stock Option (right to buy) 3.74 2010-05-11 4 D 0 15000 35.00 D 2004-12-02 2013-12-02 Common Stock 15000 0 D Employee Stock Option (right to buy) 4.21 2010-05-11 4 D 0 1250 35.00 D 2003-12-02 2012-12-02 Common Stock 1250 0 D Employee Stock Option (right to buy) 4.65 2010-05-11 4 D 0 15000 35.00 D 2005-12-06 2014-12-06 Common Stock 15000 0 D Employee Stock Option (right to buy) 4.635 2010-05-11 4 D 0 15000 35.00 D 2007-03-02 2016-03-02 Common Stock 15000 0 D Employee Stock Option (right to buy) 3.575 2010-05-11 4 D 0 15000 35.00 D 2007-12-12 2016-12-12 Common Stock 15000 0 D Employee Stock Option (right to buy) 3.575 2010-05-11 4 D 0 15000 35.00 D 2008-12-11 2017-12-11 Common Stock 15000 0 D Employee Stock Option (right to buy) 0.54 2010-05-11 4 D 0 15000 35.00 D 2010-01-22 2019-01-22 Common Stock 15000 0 D These securities are owned directly by Mr. Heeschen. At the time of the transaction, Mr. Heeschen was also the Executive Chairman of the Board of Directors of the issuer. These securities are owned directly by Sequoia Enterprises, L.P. ("Sequoia"), a greater than 10% owner of the issuer, and indirectly by Mr. Heeschen, the sole general partner of Sequoia with sole voting and investing power as to all of the shares held by Sequoia. These securities are owned indirectly by Mr. Heeschen as the sole general partner of D.C.H., L.P. ("D.C.H.") with sole voting and investment power as to all of the shares held by D.C.H. These securities are owned directly by WF Trust, a greater than 10% owner of the issuer, and indirectly by Mr. Heeschen as the sole trustee with sole voting and investing power as to all of the shares held by WF Trust. These securities are owned indirectly by Mr. Heeschen as the sole trustee with sole voting and investing power as to all of the shares held by the Paul C. Heeschen Revocable Living Trust. Pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of December 7, 2009, by and among issuer, Green Mountain Coffee Roasters, Inc. and Pebbles Acquisition Sub, Inc. ("Purchaser"), at the time that Purchaser accepted shares for payment pursuant to the offer contemplated by the Agreement (the "Acceptance Time"), this warrant was canceled and, in exchange, Mr. Heeschen received an amount in cash equal to the excess of $35.00 over the exercise price per share of such warrant, multiplied by the number of shares underlying such warrant. 50% of the option vested and became exercisable on October 20, 2001, and 50% of the option vested and became exercisable on October 20, 2002. Pursuant to the Agreement, at the Acceptance Time, this option was canceled and, in exchange, Mr. Heeschen received an amount in cash equal to the excess of $35.00 over the exercise price per share of such option, multiplied by the number of shares underlying such option. 50% of the option vested and became exercisable on November 8, 2001, and 50% of the option vested and became exercisable on November 8, 2002. /s/ Paul C. Heeschen 2010-05-11 /s/ Paul C. Heeschen, as General Partner, Sequoia Enterprises, L.P. 2010-05-11 /s/ Paul C. Heeschen, as Trustee, WF Trust 2010-05-11 -----END PRIVACY-ENHANCED MESSAGE-----