0001181431-12-038905.txt : 20120702 0001181431-12-038905.hdr.sgml : 20120702 20120702170317 ACCESSION NUMBER: 0001181431-12-038905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120629 FILED AS OF DATE: 20120702 DATE AS OF CHANGE: 20120702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Genender Mark R CENTRAL INDEX KEY: 0001519554 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14970 FILM NUMBER: 12941079 MAIL ADDRESS: STREET 1: 75 EAST STREET 2: 1700 SOUTH CITY: PROVO STATE: UT ZIP: 84606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COST PLUS INC/CA/ CENTRAL INDEX KEY: 0000798955 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 941067973 STATE OF INCORPORATION: CA FISCAL YEAR END: 0129 BUSINESS ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 5108937300 MAIL ADDRESS: STREET 1: 200 FOURTH STREET OAKLAND STREET 2: SEE ADDRESS LISTED ABOVE CITY: OAKLAND STATE: CA ZIP: 94607 4 1 rrd349905.xml GENENDER CASH OUT OF SECURITIES JUNE 2012 X0306 4 2012-06-29 1 0000798955 COST PLUS INC/CA/ CPWM 0001519554 Genender Mark R C/O RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD, SUITE 925 LOS ANGELES CA 90067 1 0 0 0 Deferred Stock Units (awarded 08/03/2011) 2012-06-29 4 D 0 8333 0 D Common Stock 8333 0 D Deferred Stock Units (awarded 03/26/2012) 2012-06-29 4 D 0 2727 0 D Common Stock 2727 0 D Each deferred stock unit represents a contingent right to receive one share of Cost Plus, Inc. common stock. Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2012, by and among Bed Bath & Beyond Inc., a New York corporation ("BBBY"), Blue Coral Acquisition Corp., a California corporation and a direct wholly owned subsidiary of BBBY ("Purchaser") and Cost Plus, Inc. (the "Company"), all deferred stock units held by the reporting person were canceled in connection with the merger of Purchaser with and into the Company, effective June 29, 2012, in exchange for the right to receive cash equal to the number of units multiplied by the per share purchase price of $22.00. The deferred stock units will vest in full on the one year anniversary date of the grant. Vested shares will be delivered to the reporting person either upon the one year anniversary of the date of grant or within thirty days of the earlier of (i) any settlement date irrevocably elected by the reporting person, (ii) the date the reporting person is no longer serving as a director of Cost Plus, Inc. and (iii) the date of a merger or asset sale which is a "change of control" (as defined in Section 409A of the Internal Revenue Code of 1986, as amended). /s/ Mark R. Genender 2012-07-02