| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PANTRY INC [ PTRY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/22/2004 | S | 1,827,361(3) | D | $19 | 2,484,343(2) | D(1) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. FS Equity Partners IV, L.P., a Delaware limited partnership (the "Partnership"), is the record owner of the common stock listed above (the "Common Stock"). FS Capital Partners LLC, a California limited liability company (the "General Partner"), is the sole general partner of the Partnership. The General Partner disclaims beneficial ownership of the Common Stock except to the extent of its pecuniary interest therein. |
| 2. Todd W. Halloran, Jon D. Ralph and Charles P. Rullman, Jr. are directors of The Pantry, Inc. (the "Issuer"). Messrs. Halloran, Ralph and Rullman are directors, officers and shareholders of the General Partner. Messrs. Halloran, Ralph and Rullman disclaim beneficial ownership of the Common Stock beneficially owned by the Partnership and the General Partner except to the extent of their individual pecuniary interests therein. |
| 3. On January 22, 2004 the Partnership entered into a purchase agreement for a firm committment underwriten offering in connection with which it agreed to sell 1,595,770 shares of Common Stock to an underwriter group pursuant to a Registration Statement on Form S-3 (Registration No. 333-111035) filed by the Issuer which was declared effective by the Securities and Exchange Commission on January 22, 2004. The purchase agreement also provided the underwriter group with an over-allotment option which was exercised by the underwriter group on January 23, 2004 and pursuant to which the Partnership became obligated to sell an additional 231,591 shares of Common Stock. The transactions being reported herein are anticipated to close on or about January 28, 2004. |
| /s/ Charles P. Rullman, Jr., Managing Member, on behalf of FS Capital Partners LLC , as the sole general partner of FS Equity Partners IV, L.P. | 01/26/2004 | |
| Todd W. Halloran | 01/26/2004 | |
| Charles P. Rullman, Jr. | 01/26/2004 | |
| Jon D. Ralph | 01/26/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||