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
B&G FOODS HOLDINGS CORP [ BGF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/14/2004 | ||||||||||||||||||||||||||
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 | ||||||
Series A Cumulative Preferred Stock | 10/14/2004 | S | 367.59 | D(1) | $1,625.78 | 0 | D | |||
Series B Cumulative Preferred Stock | 10/14/2004 | S | 241.32 | D(2) | $1,988.63 | 0 | D | |||
Series C Senior Preferred Stock | 10/14/2004 | S | 98.01 | D(3) | $1,937.31 | 0 | D |
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 | ||||||||
Series B Warrants | $0.01 | 10/14/2004 | S | 10,235(1)(3) | (4) | 01/22/2009 | Class B Common Stock | 10,235 | $4.26 | 15,045(2) | D | ||||
Series C Warrants | $0.01 | 10/14/2004 | S | 2,865(1)(3) | (4) | 01/22/2009 | Class B Common Stock | 2,865 | $4.26 | 4,213(2) | D |
Explanation of Responses: |
1. In connection with its initial public offering ("IPO") of 17,391,305 Enhanced Income Securities ("EISs"), each representing one share of Common Stock and $7.15 principal amount of the Issuer's 12.0% senior subordinated notes due 2016, the Issuer used a portion of the proceeds of the offering to purchase from Mr. Sherrill 367.59 shares of Series A Cumulative Preferred Stock, 241.32 shares of Series B Cumulative Preferred Stock, 98.01 shares of Series C Senior Preferred Stock, 10,235 Series B Warrants and 2,865 Series C Warrants directly owned by Mr. Sherrill. |
2. Bruckmann, Rosser, Sherrill & Co., L.P. is a limited partnership, the sole general partner of which is BRS Partners, Limited Partnership and the manager of which is Bruckmann, Rosser, and Sherrill & Co., Inc. The sole general partner of BRS Partners, Limited Partnership is BRSE Associates, Inc. Stephen Sherrill is a stockholder of Bruckmann, Rosser, Sherrill & Co., Inc. and BRSE Associates, Inc. and may be deemed to share beneficial ownership of the shares beneficially owned by Bruckmann, Rosser, Sherrill & Co., L.P. Mr Sherrill disclaims beneficial ownership of any such shares. In addition to the securities listed herein Buckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherill & Co., L.P. own 9,169,384 shares of Class B Common Stock and 921,356 Series B and Series C Warrants. Mr. Sherrill disclaims beneficial ownership of such shares. |
3. In connection with the IPO, B&G Foods, Inc. merged with and into the Issuer, with the Issuer as the surviving entity. The Issuer was renamed B&G Foods, Inc. In connection with the merger, each share of the Issuer's outstanding Common Stock was automatically reclassified and converted into 109.8901 shares of the Issuer's Class B Common Stock. |
4. Exercisable immediately. |
/s/ Stephen C. Sherrill | 10/18/2004 | |
** 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. |