0000899243-15-000802.txt : 20150707 0000899243-15-000802.hdr.sgml : 20150707 20150707164900 ACCESSION NUMBER: 0000899243-15-000802 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150706 FILED AS OF DATE: 20150707 DATE AS OF CHANGE: 20150707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAMILY DOLLAR STORES INC CENTRAL INDEX KEY: 0000034408 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 560942963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: P.O. BOX 1017 STREET 2: 10401 MONROE ROAD CITY: CHARLOTTE STATE: NC ZIP: 28201-1017 BUSINESS PHONE: 704-849-7492 MAIL ADDRESS: STREET 1: P.O. BOX 1017 STREET 2: 10401 MONROE ROAD CITY: CHARLOTTE STATE: NC ZIP: 28201-1017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venberg Bryan CENTRAL INDEX KEY: 0001326472 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06807 FILM NUMBER: 15976991 MAIL ADDRESS: STREET 1: 6740 SHADY OAK ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-07-06 1 0000034408 FAMILY DOLLAR STORES INC FDO 0001326472 Venberg Bryan P. O. BOX 1017 CHARLOTTE NC 28201 0 1 0 0 Senior Vice President Common Stock 2015-07-06 4 D 0 13935 D 0 D Employee Stock Option (Right to Buy) 51.49 2015-07-06 4 D 0 2487 D 2016-10-04 Common Stock 2487 0 D Employee Stock Option (Right to Buy) 67.95 2015-07-06 4 D 0 6250 D 2017-10-09 Common Stock 6250 0 D Employee Stock Option (Right to Buy) 68.92 2015-07-06 4 D 0 7265 D 2018-10-15 Common Stock 7265 0 D Employee Stock Option (Right to Buy) 76.97 2015-07-06 4 D 0 4935 D 2024-10-14 Common Stock 4935 0 D On July 6, 2015, Dollar Tree, Inc. ("Dollar Tree") acquired the Issuer pursuant to the Agreement and Plan of Merger between the Issuer, Dollar Tree and Dime Merger Sub, Inc. ("Merger Sub"), dated as of July 27, 2014, as amended from time to time (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Dollar Tree (the "Merger"). The number reported consists of (i) 9,332 shares held directly by the reporting person, (ii) 2,919 shares underlying outstanding performance share rights awards granted under the Issuer's 2006 Incentive Plan (the "Plan") and (iii) 1,684 shares underlying an outstanding restricted stock unit award granted under Plan. Pursuant to the Merger Agreement, on July 6, 2015, (i) each share held directly by the reporting person was exchanged for $59.60 in cash, without interest (the "Cash Consideration"), and 0.2484 shares of Dollar Tree common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"), (ii) each share underlying outstanding performance share rights awards (after net share settlement for tax withholding purposes) converted into a right to receive the Merger Consideration and (Continued from Footnote 2) (iii) the outstanding restricted stock units award was converted into a restricted stock unit award in respect of a number of shares of Dollar Tree common stock determined by multiplying the number of Issuer shares subject to the award by the sum of (A) 0.2484 and (B) the quotient of the Cash Consideration divided by the volume weighted average price per share of Dollar Tree common stock on the Nasdaq Stock Exchange for the consecutive period of twenty trading days beginning on the twenty-third trading day immediately preceding the closing date of the Merger and concluding at the close of trading on the third trading day immediately preceding the closing date of the Merger (calculated in accordance with the Merger Agreement, the "Award Exchange Ratio"). Each option becomes exercisable with respect to 40% of the underlying shares on the second anniversary of grant and with respect to an additional 30% on each of the third and fourth anniversaries of grant. The options set forth above were granted on October 4, 2011, October 9, 2012, October 15, 2013 and October 14, 2014, respectively. Pursuant to the Merger Agreement, on July 6, 2015, each Issuer option that was outstanding immediately prior to the effective time was converted into an option to purchase a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Issuer common stock subject to such option by the Award Exchange Ratio for a per share exercise price determined by dividing the original per share exercise price of the option by the Award Exchange Ratio. /s/ James C. Snyder, Jr., by Power of Attorney 2015-07-06