0000899243-17-001820.txt : 20170124 0000899243-17-001820.hdr.sgml : 20170124 20170124135651 ACCESSION NUMBER: 0000899243-17-001820 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: GALLAGHER FRANK P CENTRAL INDEX KEY: 0001319292 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35117 FILM NUMBER: 17543350 MAIL ADDRESS: STREET 1: 9 POWDERHORN ROAD CITY: HO HO KUS STATE: NJ ZIP: 07423 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-20 1 0000785787 AEP INDUSTRIES INC AEPI 0001319292 GALLAGHER FRANK P 9 POWDERHORN ROAD HO HO KUS NJ 07423 1 0 0 0 Common Stock 2017-01-20 4 D 0 5000 D 4123 D Common Stock 2017-01-20 4 D 0 4123 D 0 D Stock Option (right to buy) 42.60 2017-01-20 4 D 0 2000 0.00 D Common Stock 2000 0 D Stock Option (right to buy) 27.36 2017-01-20 4 D 0 2000 0.00 D Common Stock 2000 0 D Stock Option (right to buy) 17.07 2017-01-20 4 D 0 2000 0.00 D Common Stock 2000 0 D Stock Option (right to buy) 27.00 2017-01-20 4 D 0 2000 0.00 D Common Stock 2000 0 D Stock Option (right to buy) 28.36 2017-01-20 4 D 0 2000 0.00 D Common Stock 2000 0 D Stock Option (right to buy) 33.67 2017-01-20 4 D 0 2000 0.00 D Common Stock 2000 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 24, 2016, as amended, by and among AEP Industries Inc. ("AEP"), Berry Plastics Group, Inc. ("Berry") and certain subsidiaries of Berry (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, each restricted stock award that was outstanding immediately prior to the effective time of the mergers fully vested and was cancelled and 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, each outstanding option, whether vested or unvested, was cancelled in exchange for the right to receive the following: (i) a cash payment equal to the excess of (A) the product of (x) fifty percent (50%) of the cash consideration and (y) the total number of shares of AEP common stock underlying such option over (B) the aggregate exercise price of such option; and (ii) a number of shares of Berry common stock equal to the product of (A) fifty percent (50%) of the stock consideration and (B) the total number of shares of AEP common stock underlying such option. /s/ John F. Hughes, Jr., Attorney-in-fact 2017-01-24