FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Simply Good Foods Co [ SMPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/08/2018 | A | 18,949(1) | A | $0 | 18,949 | D | |||
Common Stock | 11/08/2018 | A | 15,066(2) | A | $0 | 34,015 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options to Purchase Common Stock | $19.89 | 11/08/2018 | A | 26,907 | (3) | 11/08/2028 | Common Stock | 26,907 | $0 | 26,907 | D |
Explanation of Responses: |
1. Represents time-based restricted stock units ("RSUs") granted under the issuer's 2017 Omnibus Incentive Plan. Each RSU represents the contingent right to receive one share of the issuer's common stock. The RSUs vest in three equal annual installments beginning on November 8, 2019, subject to the reporting person's continuous service with the issuer as of each vesting date. |
2. Represents performance-based restricted stock units ("PSUs") granted under the issuer's 2017 Omnibus Incentive Plan. Each PSU represents the contingent right to receive one share of the issuer's common stock. The PSUs vest at the end of a three-year period as follows, subject to the reporting person's continuous service with the issuer as of the vesting date: (i) 50% of the PSUs vest on November 8, 2021 if the closing price of the issuer's common stock for at least 20 of the 30 consecutive trading days immediately prior to November 8, 2021, equals or exceeds 100%, but less than 115%, of the closing price of the issuer's common stock on the grant date, and (ii) 100% of the PSUs vest on November 8, 2021 if the closing price of the issuer's common stock for at least 20 of the 30 consecutive trading days immediately prior to November 8, 2021, meets or exceeds 115% of the closing price of the issuer's common stock on the grant date. |
3. The stock options vest in three equal annual installments beginning on November 8, 2019, subject to the reporting person's continuous service with the issuer as of each vesting date. |
Remarks: |
/s/ Timothy A. Matthews, as Attorney-in-Fact for Timothy R. Kraft | 11/09/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |