0001214659-16-011018.txt : 20160427 0001214659-16-011018.hdr.sgml : 20160427 20160427190019 ACCESSION NUMBER: 0001214659-16-011018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160422 FILED AS OF DATE: 20160427 DATE AS OF CHANGE: 20160427 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fresh Market, Inc. CENTRAL INDEX KEY: 0001489979 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 561311233 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 628 GREEN VALLEY ROAD STREET 2: SUITE 500 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 336-272-1338 MAIL ADDRESS: STREET 1: 628 GREEN VALLEY ROAD STREET 2: SUITE 500 CITY: GREENSBORO STATE: NC ZIP: 27408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TUCCI MICHAEL D CENTRAL INDEX KEY: 0001238534 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34940 FILM NUMBER: 161596672 MAIL ADDRESS: STREET 1: COACH STREET 2: 516 W 34TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 4 1 marketforms-35196.xml PRIMARY DOCUMENT X0306 4 2016-04-22 true 0001489979 Fresh Market, Inc. TFM 0001238534 TUCCI MICHAEL D C/O THE FRESH MARKET, INC. 628 GREEN VALLEY RD., SUITE 500 GREENSBORO NC 27408 true false false false Common stock 2016-04-22 4 U false 9042 28.50 D 0 D Restricted stock units 2016-04-27 4 D false 2768 28.50 D Common stock 2768 0 D Deferred stock units 2016-04-27 4 D false 815 28.50 D Common stock 815 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Pomegranate Holdings, Inc., and Pomegranate Merger Sub, Inc. (the "Merger Agreement"), each outstanding share of common stock of The Fresh Market, Inc. at the Effective Time as defined in the Merger Agreement (the "Effective Time") was converted automatically into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration"). On March 25, 2016, Pomegranate Merger Sub, Inc. made an offer to purchase each outstanding share of The Fresh Market, Inc.'s common stock for the Merger Consideration (the "Offer"). The shares shown on this line were tendered in the Offer. Each restricted stock unit ("RSU") represents the right to receive one share of common stock of The Fresh Market, Inc. on the vesting date, provided that the holder of the RSU continues to provide services to The Fresh Market, Inc. or its affiliates through the relevant vesting date. The RSUs were granted on June 3, 2015 and vest on the earlier of (i) the first anniversary of the grant date and (ii) the first annual meeting of stockholders of The Fresh Market, Inc. after the grant date. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of RSUs immediately prior to the Effective Time and (ii) the Merger Consideration. Each deferred stock unit ("DSU") represents the fully vested, non-forfeitable right to receive one share of common stock of The Fresh Market, Inc. upon the earlier of: the reporting person's separation from service or death or a change in control (within the meaning of Section 409A of the Internal Revenue Code) of The Fresh Market, Inc. Pursuant to the Merger Agreement, each DSU outstanding immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of DSUs immediately prior to the Effective Time and (ii) the Merger Consideration. /s/ Eric Hardin, attorney-in-fact 2016-04-27