0001647799-18-000005.txt : 20180424 0001647799-18-000005.hdr.sgml : 20180424 20180424161552 ACCESSION NUMBER: 0001647799-18-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180424 FILED AS OF DATE: 20180424 DATE AS OF CHANGE: 20180424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bishop William W JR CENTRAL INDEX KEY: 0001647799 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37510 FILM NUMBER: 18771606 MAIL ADDRESS: STREET 1: C/O BLUE BUFFALO PET PRODUCTS, INC. STREET 2: 11 RIVER ROAD CITY: WILTON STATE: CT ZIP: 06897 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Buffalo Pet Products, Inc. CENTRAL INDEX KEY: 0001609989 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 460552933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11 RIVER ROAD STREET 2: SUITE 103 CITY: WILTON STATE: CT ZIP: 06897 BUSINESS PHONE: (203) 762-9751 MAIL ADDRESS: STREET 1: 11 RIVER ROAD STREET 2: SUITE 103 CITY: WILTON STATE: CT ZIP: 06897 4 1 wf-form4_152460090657132.xml FORM 4 X0306 4 2018-04-24 1 0001609989 Blue Buffalo Pet Products, Inc. BUFF 0001647799 Bishop William W JR C/O BLUE BUFFALO PET PRODUCTS, INC. 11 RIVER ROAD WILTON CT 06897 1 1 0 0 President and CEO Common Stock 2018-04-24 4 D 0 575590 D 0 D Common Stock 2018-04-24 4 D 0 1343045 D 0 I See Footnote Restricted Stock Units 2018-04-24 4 D 0 5085 D Common Stock 5085.0 0 D Restricted Stock Units 2018-04-24 4 D 0 12913 D Common Stock 12913.0 0 D Stock Option (Right to Buy) 25.57 2018-04-24 4 D 0 33677 D 2026-04-01 Common Stock 33677.0 0 D Stock Option (Right to Buy) 23.0 2018-04-24 4 D 0 86142 D 2027-03-31 Common Stock 86142.0 0 D On April 24, 2018, General Mills, Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Bravo Merger Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of February 22, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $40.00 in cash, without interest and after giving effect to any required withholding taxes (the "Merger Consideration"). Reflects shares held by The Orca Trust for the benefit of the Reporting Person's family, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest therein. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. These RSUs were to vest on April 1, 2019. Each RSU, whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSU to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, less applicable tax withholding. These RSUs were to vest on March 31, 2020. These options were to vest on April 1, 2019. At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less applicable tax withholding. These options were to vest on March 31, 2020. /s/ Karen M. McCarthy, as Attorney-in-Fact 2018-04-24