-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CjMWpvunbs2sKl31LJr4P5s4Kuyt6PBHuJhFzHq03Lwg8QfsIBceRQHMXak1wMB2 lrzWINwvyoXP4UUoujIyKQ== 0001209191-08-033473.txt : 20080528 0001209191-08-033473.hdr.sgml : 20080528 20080528165240 ACCESSION NUMBER: 0001209191-08-033473 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080523 FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20080528 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PERFORMANCE FOOD GROUP CO CENTRAL INDEX KEY: 0000908254 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 540402940 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12500 WEST CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 BUSINESS PHONE: 804-484-7700 MAIL ADDRESS: STREET 1: PO BOX 29269 CITY: RICHMOND STATE: VA ZIP: 23242-9269 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MIDDLETON J KEITH CENTRAL INDEX KEY: 0001213116 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22192 FILM NUMBER: 08864042 MAIL ADDRESS: STREET 1: C/O PERFORMANCE FOOD GROUP STREET 2: 12500 WEST CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 4 1 bna13680_bna02km.xml MAIN DOCUMENT DESCRIPTION X0202 4 2008-05-23 1 0000908254 PERFORMANCE FOOD GROUP CO PFGC 0001213116 MIDDLETON J KEITH 12500 WEST CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 SVP, Controller Common Stock 2008-05-23 4 D 0 13024.9521 34.50 D 0 D Stock Appreciation Right 29.46 2008-05-23 4 D 0 4748 D 2017-03-02 Common Stock 4748 27100 D Stock Option (right to buy) 36.30 2008-05-23 4 D 0 2500 D 2012-06-03 Common Stock 2500 24600 D Stock Option (right to buy) 31.62 2008-05-23 4 D 0 8000 D 2013-02-26 Common Stock 8000 16600 D Stock Option (right to buy) 39.00 2008-05-23 4 D 0 2000 D 2013-11-13 Common Stock 2000 14600 D Stock Option (right to buy) 34.18 2008-05-23 4 D 0 8000 D 2014-03-30 Common Stock 8000 6600 D Stock Option (right to buy) 28.02 2008-05-23 4 D 0 2100 D 2015-04-21 Common Stock 2100 4500 D Stock Option (right to buy) 31.25 2008-05-23 4 D 0 4500 D 2016-04-10 Common Stock 4500 0 D Cancelled pursuant to the Agreement and Plan of Merger, dated as of January 18, 2008 (the "Merger Agreement"), by and among Performance Food Group Company (the "Company"), Vistar Corporation and Panda Acquisition, Inc. and converted into the right to receive $34.50 per share. This stock appreciation right provided for vesting on March 2, 2011. Each of these stock options were fully vested as of May 23, 2008. This stock option provided for vesting on April 21, 2009. This stock option provided for vesting on April 10, 2010. Replaced with options to purchase shares of an affiliate of Vistar Corporation in connection with the merger of Panda Acquisition, Inc. with and into the Company. Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company for no consideration. Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company and converted into the right to receive a cash payment equal to the product of (i) the difference between $34.50 and the exercise price of the option and (ii) the aggregate number of shares issuable upon exercise of such option. Jeffery W. Fender, by power of attorney 2008-05-28 -----END PRIVACY-ENHANCED MESSAGE-----