0001214659-16-011024.txt : 20160427 0001214659-16-011024.hdr.sgml : 20160427 20160427190032 ACCESSION NUMBER: 0001214659-16-011024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160427 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: THOMPSON JANE J. CENTRAL INDEX KEY: 0001551788 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34940 FILM NUMBER: 161596679 MAIL ADDRESS: STREET 1: 628 GREEN VALLEY ROAD STREET 2: SUITE 500 CITY: GREENSBORO STATE: NC ZIP: 27408 4 1 marketforms-35179.xml PRIMARY DOCUMENT X0306 4 2016-04-27 true 0001489979 Fresh Market, Inc. TFM 0001551788 THOMPSON JANE J. 628 GREEN VALLEY ROAD SUITE 500 GREENSBORO NC 27408 true false false false Common stock 2016-04-27 4 D false 4076 28.50 D 0 D Restricted stock units 2016-04-27 4 D false 2768 28.50 D Common stock 2768 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. was converted automatically into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration"). 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 as defined in the Merger Agreement (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. /s/ Eric Hardin, attorney-in-fact 2016-04-27