-----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, TRivT4kYOfpfzP80U55RfjeljG6gvW1+GNMvXjYKAdKQ+LXZt7ytKoEgT5MiB18h xFJBfKqbWiDS1YxbGgKokQ== 0001181431-10-026149.txt : 20100512 0001181431-10-026149.hdr.sgml : 20100512 20100512173336 ACCESSION NUMBER: 0001181431-10-026149 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100511 FILED AS OF DATE: 20100512 DATE AS OF CHANGE: 20100512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PHILLIPS JAMES R CENTRAL INDEX KEY: 0001035082 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21203 FILM NUMBER: 10825474 MAIL ADDRESS: STREET 1: MCDONNELL DOUGLAS CORP STREET 2: PO BOX 516 M/C S1001240 CITY: ST LOUIS STATE: MO ZIP: 63166-0516 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 4 1 rrd274874.xml FORM 4 X0303 4 2010-05-11 1 0000947661 DIEDRICH COFFEE INC DDRX 0001035082 PHILLIPS JAMES R 28 EXECUTIVE PARK SUITE 200 IRVINE CA 92614 1 0 0 0 Common Stock 2010-05-11 4 U 0 3000 35.00 D 0 D Employee Stock Option (right to buy) 3.83 2010-05-11 4 D 0 7500 35.00 D 2017-04-18 Common Stock 7500 0 D Employee Stock Option (right to buy) 3.23 2010-05-11 4 D 0 137500 35.00 D 2010-07-30 Common Stock 137500 0 D 50% of the option vested and became exercisable on April 18, 2008, and 50% of the option vested and became exercisable on April 18, 2009. Pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of December 7, 2009, by and among the issuer, Green Mountain Coffee Roasters, Inc. and Pebbles Acquisition Sub, Inc. ("Purchaser"), at the time Purchaser accepted shares for payment pursuant to the offer contemplated by the Agreement, this option was canceled and, in exchange, the holder 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. This option grant, originally of 275,000 shares, provided for the option to vest and become exercisable in three equal installments on each of the first three anniversary dates of February 7, 2008. On January 22, 2010, the issuer and Mr. Phillips entered into a Separation Agreement and General Release whereby Mr. Phillips and the issuer agreed that Mr. Phillips would have a period of 180 days from his separation date to exercise the vested portion of the option, consisting of 137,500 shares, and that the unvested portion of the option would terminate. /s/ James R. Phillips 2010-05-11 -----END PRIVACY-ENHANCED MESSAGE-----