Statement of Changes in Beneficial Ownership (4)
2015年12月21日 - 11:35PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
JOSEFOWICZ GREGORY P
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2. Issuer Name
and
Ticker or Trading Symbol
Roundy's, Inc.
[
RNDY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
875 E WISCONSIN AVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2015
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(Street)
MILWAUKEE, WI 53202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01
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12/18/2015
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U
(1)
(2)
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55182
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D
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$3.60
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21904
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D
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Common Stock, par value $0.01
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12/18/2015
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D
(1)
(3)
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21904
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D
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$3.60
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On December 18, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated November 10, 2015, by and among the Issuer, The Kroger Co. ("Kroger") and KS Merger Sub Inc. ("Merger Sub"), a wholly-owned subsidiary of Kroger (the "Merger Agreement") at the effective time, each outstanding share of Issuer's Common Stock was converted in to the right to receive $3.60 per share (the "Offer Price"). On November 19, 2015, Merger Sub made an offer to purchase each outstanding share of the Issuer's Common Stock (the "Offer") for the Offer Price.
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(
2)
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These shares were tendered into the Offer.
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(
3)
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Pursuant to the Merger Agreement, immediately prior to the effective time, these restricted stock units were cancelled in exchange for a per unit cash payment equal to the Offer Price, without any interest and subject to any tax withholding.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JOSEFOWICZ GREGORY P
875 E WISCONSIN AVE
MILWAUKEE, WI 53202
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X
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Signatures
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/s/ Edward G. Kitz, by power of attorney
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12/21/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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