0001140361-12-002501.txt : 20120113 0001140361-12-002501.hdr.sgml : 20120113 20120113163548 ACCESSION NUMBER: 0001140361-12-002501 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120113 FILED AS OF DATE: 20120113 DATE AS OF CHANGE: 20120113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Woo Peter CENTRAL INDEX KEY: 0001375009 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11735 FILM NUMBER: 12527043 MAIL ADDRESS: STREET 1: 28958 CRESTRIDGE ROAD CITY: RANCHO PALOS VERDES STATE: CA ZIP: 90275 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 99 CENTS ONLY STORES CENTRAL INDEX KEY: 0001011290 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 952411605 STATE OF INCORPORATION: CA FISCAL YEAR END: 0402 BUSINESS ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVENUE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 BUSINESS PHONE: 3239808145 MAIL ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVENUE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 4 1 doc1.xml FORM 4 X0304 4 2012-01-13 1 0001011290 99 CENTS ONLY STORES NYSE: NDN 0001375009 Woo Peter C/O 99? ONLY STORES 4000 UNION PACIFIC AVENUE CITY OF COMMERCE CA 90023 1 0 0 0 Common Stock 2012-01-13 4 D 0 25000 22 D 0 D Stock Option (right to buy) 18.82 2011-09-07 4 D 0 9000 0 D 2021-09-07 Common Stock 9000 0 D Stock Option (right to buy) 17.88 2010-09-14 4 D 0 9000 0 D 2020-09-14 Common Stock 9000 0 D Stock Option (right to buy) 13.52 2009-09-16 4 D 0 9000 0 D 2019-09-16 Common Stock 9000 0 D Stock Option (right to buy) 10.67 2008-09-23 4 D 0 9000 0 D 2018-09-23 Common Stock 9000 0 D Stock Option (right to buy) 10.11 2007-11-14 4 D 0 9000 0 D 2017-11-14 Common Stock 9000 0 D Stock Option (right to buy) 14.17 2007-06-04 4 D 0 3000 0 D 2017-06-04 Common Stock 3000 0 D Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"). As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes. The options were scheduled to become exercisable in three equal annual installments beginning on September 7, 2012, and at the effective time of the Merger, the options became fully vested. Each outstanding stock option granted under the Company's equity incentive plans that represented the right to acquire Company common stock, whether or not then vested and exercisable, was, as of immediately prior to the effective time of the Merger, fully vested and exercisable contingent on the closing of the Merger and cancelled as of the effective time of the Merger. The holder of the stock option is entitled to receive a cash payment for each share of Company common stock subject to such stock option, equal to the excess, if any, of (i) the $22.00 per share merger consideration over (ii) the option exercise price payable in respect of such share of Company common stock issuable under such stock option, without interest and less any applicable withholding taxes. This option was cancelled in exchange for a cash payment of $28,620. The options became exercisable in three equal annual installments beginning on September 14, 2011, and at the effective time of the Merger, the unvested portion became fully vested. This option was cancelled in exchange for a cash payment of $37,080. The options became exercisable in three equal annual installments beginning on September 16, 2010, and at the effective time of the Merger, the unvested portion became fully vested. This option was cancelled in exchange for a cash payment of $76,320. The options became exercisable in three equal annual installments beginning on September 23, 2009, and at the effective time of the Merger, the unvested portion became fully vested. This option was cancelled in exchange for a cash payment of $101,970. The options became exercisable in three equal annual installments beginning on November 14, 2008. This option was cancelled in exchange for a cash payment of $107,010. The options became exercisable in three equal annual installments beginning on June 4, 2008. This option was cancelled in exchange for a cash payment of $23,490. /s/ Peter Woo 2012-01-13