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
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2016-04-22
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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