0000899243-17-001809.txt : 20170124 0000899243-17-001809.hdr.sgml : 20170124 20170124135232 ACCESSION NUMBER: 0000899243-17-001809 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170120 FILED AS OF DATE: 20170124 DATE AS OF CHANGE: 20170124 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEP INDUSTRIES INC CENTRAL INDEX KEY: 0000785787 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 221916107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 95 CHESTNUT RIDGE ROAD CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2016416600 MAIL ADDRESS: STREET 1: 95 CHESTNUT RIDGE ROAD CITY: MONTVALE STATE: NJ ZIP: 07645 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARBA J BRENDAN CENTRAL INDEX KEY: 0001000418 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35117 FILM NUMBER: 17543332 MAIL ADDRESS: STREET 1: 95 CHESTNUT RIDGE ROAD CITY: MONTVALE STATE: NJ ZIP: 07645 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-20 1 0000785787 AEP INDUSTRIES INC AEPI 0001000418 BARBA J BRENDAN 95 CHESTNUT RIDGE ROAD MONTVALE NJ 07645 1 1 1 0 Chairman and CEO Common Stock 2017-01-20 4 A 0 3797 0.00 A 437680 D Common Stock 2017-01-20 4 D 0 376277 D 61403 D Common Stock 2017-01-20 4 D 0 61403 D 0 D Common Stock 2017-01-20 4 D 0 1948 D 0 I By spouse Common Stock 2017-01-20 4 D 0 51500 D 0 I 2012 Carolyn Vegliante Children's Trust Common Stock 2017-01-20 4 D 0 51500 D 0 I 2012 Paul Vegliante Children's Trust Common Stock 2017-01-20 4 D 0 87489 D 0 I Grantor Retained Annuity Trust (GRAT) #9 Pursuant to the Agreement and Plan of Merger, dated as of August 24, 2016, as amended, by and among AEP Industries Inc., Berry Plastics Group, Inc. ("Berry") and certain subsidiaries of Berry (the "Merger Agreement"), at the effective time of the mergers on January 20, 2017, each recipient of performance units for fiscal 2017 earned 2/12ths of such performance unit grant. Pursuant to the Merger Agreement, at the effective time of the mergers, each share of AEP common stock issued and outstanding immediately prior to the effective time of the mergers was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, $110.00 in cash or 2.5011 shares of Berry common stock. Pursuant to the Merger Agreement, at the effective time of the mergers, the vesting conditions or restrictions applicable to each outstanding performance unit lapsed (including the performance units acquired as described in footnote (1) above), and each performance unit was converted into the right to receive payment for such performance units in accordance with his or her election. Upon the vesting of performance units at the effective time of the mergers, the reporting person elected to receive a cash payment equal to the product of (A) the closing price of a share of AEP common stock on the Nasdaq Global Select Market on the last full trading day prior to the closing date and (B) the total number of shares of AEP common stock subject to such performance unit. The 2012 Carolyn Vegliante Children's Trust was established by Ms. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP Industries Inc.) and Mr. Vegliante. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. The 2012 Paul Vegliante Children's Trust was established by Mr. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP Industries Inc.) and Mrs. Vegliante. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Grantor Retained Annuity Trust #9 (GRAT #9) was established by the reporting person, and the trustees for each GRAT are Mr. Paul M. Feeney (Executive Vice President, Finance and CFO of AEP Industries Inc.) and the two daughters of Mr. Barba (who are also co-beneficiaries of each GRAT.) /s/ John F. Hughes, Jr., Attorney-in-fact 2017-01-24