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
HARRIS TEETER SUPERMARKETS, INC. [ HTSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2014 | ||||||||||||||||||||||||||
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(1) | 01/28/2014 | D | 8,522 | D | $49.38 | 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 | ||||||||
Phantom Stock Units(2)(3) | $0 | 01/28/2014 | D | 24,344 | (4) | (4) | Common Stock | 24,344 | $0 | 0 | D |
Explanation of Responses: |
1. Pursuant to the "merger agreement" dated as of July 8, 2013, among Harris Teeter Supermarkets, Inc. (the "Company"), The Kroger Co. and Hornet Acquisition, Inc., these shares were cancelled and converted into the right to receive an amount in cash equal to $49.38 per share. |
2. The Phantom Stock Units were acquired under the Harris Teeter Supermarkets, Inc. Director Deferral Plan (the "Plan"). The Company uses a non-qualified trust to purchase and hold Company stock to satisfy the Company's obligation under the Plan. At the effective time of the merger, each current director terminated service as a member of the Company's Board of Directors, and the common stock held by the trust was cancelled and converted into the right to receive an amount in cash equal to $49.38 per share. Such amount will be paid to the director on the 90th day following the effective day of the merger. |
3. Since the Reporting Person's last report, 74 shares were acquired pursuant to the dividend reinvestment feature of the Plan. |
4. Regarding Table II, Column 8, Price of Derivative Security, for PSU, a blank or a price of $0 appears in this column. Nonetheless, upon each deferral of annual retainer or meeting fees, the Reporting Person's account is credited with a number of PSU equal to the number of shares of HTSI that would have an aggregate fair market value (determined as of the date such retainer or fees would have been paid) equal to the amount of such retainer or fees. |
/s/ Douglas J. Yacenda, attorney-in-fact for John R. Belk | 01/30/2014 | |
** 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. |