0001592379-19-000029.txt : 20190528 0001592379-19-000029.hdr.sgml : 20190528 20190528173528 ACCESSION NUMBER: 0001592379-19-000029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190523 FILED AS OF DATE: 20190528 DATE AS OF CHANGE: 20190528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tullett Victoria J CENTRAL INDEX KEY: 0001606719 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36432 FILM NUMBER: 19858832 MAIL ADDRESS: STREET 1: C/O PAPA MURPHY'S HOLDINGS, INC. STREET 2: 8000 NE PARKWAY DRIVE, SUITE 350 CITY: VANCOUVER STATE: WA ZIP: 98662 FORMER NAME: FORMER CONFORMED NAME: Blackwell Victoria T. DATE OF NAME CHANGE: 20140429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Papa Murphy's Holdings, Inc. CENTRAL INDEX KEY: 0001592379 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 272349094 FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 8000 NE PARKWAY DRIVE STREET 2: SUITE 350 CITY: VANCOUVER STATE: WA ZIP: 98662 BUSINESS PHONE: 360 260-7272 MAIL ADDRESS: STREET 1: 8000 NE PARKWAY DRIVE STREET 2: SUITE 350 CITY: VANCOUVER STATE: WA ZIP: 98662 4 1 wf-form4_155907931235446.xml FORM 4 X0306 4 2019-05-23 1 0001592379 Papa Murphy's Holdings, Inc. FRSH 0001606719 Tullett Victoria J C/O PAPA MURPHY'S HOLDINGS, INC. 8000 NE PARKWAY DRIVE, SUITE 350 VANCOUVER WA 98662 0 1 0 0 Chief Legal Officer Common Stock, par value $0.01 per share 2019-05-23 4 U 0 35029 6.45 D 0 D Common Stock, par value $0.01 per share 2019-05-23 4 U 0 215 6.45 D 0 I By Child Stock Options (right to buy) 11.85 2019-05-23 4 J 0 9199 0 D 2024-03-11 Common Stock 9199.0 0 D Stock Options (right to buy) 11.0 2019-05-23 4 J 0 50591 0 D 2024-05-01 Common Stock 50591.0 0 D Stock Options (right to buy) 13.45 2019-05-23 4 J 0 18100 0 D 2025-03-10 Common Stock 18100.0 0 D Stock Options (right to buy) 10.9 2019-05-23 4 J 0 15630 0 D 2026-03-03 Common Stock 15630.0 0 D Stock Options (right to buy) 3.97 2019-05-23 4 D 0 36900 2.48 D 2027-03-09 Common Stock 36900.0 0 D Stock Options (right to buy) 4.95 2019-05-23 4 D 0 25000 1.50 D 2028-04-24 Common Stock 25000.0 0 D Stock Options (right to buy) 4.75 2019-05-23 4 D 0 27669 1.70 D 2029-01-01 Common Stock 27669.0 0 D Performance Share Units 0.0 2019-05-23 4 D 0 9262 6.45 D Common Stock 9262.0 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated April 10, 2019, by and among the Issuer, MTY Franchising USA, Inc. and MTY Columbia Merger Sub, Inc (the "Merger Agreement"), on April 25, 2019, MTY Columbia Merger Sub, Inc. made an offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $6.45 per share, in cash, without interest and subject to applicable withholding. The shares shown on this line were tendered in the Offer. Disposed of as a result of the merger pursuant to the Merger Agreement. At the effective time of the merger as contemplated in the Merger Agreement, (i) each outstanding share of Company Common Stock, was cancelled and automatically converted into the right to receive $6.45 in cash and (ii) each Company Restricted Stock Unit and each Company Stock Option Award, vested and accelerated in full and was converted into the right to receive $6.45 in cash (or in the case of Company Stock Option Awards, the difference between the exercise price and $6.45). Unexercised options that were previously granted to the Reporting Person were cancelled for no consideration. Any options that had an exercise price per share that was equal to or greater than $6.45 were cancelled for no consideration, payment or right to consideration or payment. Under the terms of the Merger Agreement, Performance Share Units ("PSUs") previously awarded but where the Compensation Committee of the Board of Directors had not yet determined the fulfillment of the performance criteria were deemed to have been earned and became immediately vested. These accelerated PSUs were then converted into the $6.45 per share cash consideration in connection with the Merger Agreement. /s/ Daniel R. Smith attorney-in-fact 2019-05-28