FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PANTRY INC [ PTRY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/18/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/18/2004 | S | 9,192(4) | D | $21.8694 | 102,011(3) | D(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The reporting persons may be members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock. |
2. This Form 4 is being filed by more than one reporting person. FS Equity Partners International, L.P., a Delaware limited partnership (the "Partnership"), is the record owner of the common stock listed above (the "Common Stock"). FS&Co. International, L.P., a Cayman Islands limited partnership (the "General Partner"), is the sole general partner of the Partnership. FS International Holdings Limited, a Cayman Islands exempted company limited by shares ("FS International Holdings"), is the sole general partner of the General Partner. Each of the General Partner and FS International Holdings disclaim beneficial ownership of the Common Stock except to the extent of their pecuniary interest therein. |
3. Todd W. Halloran and Charles P. Rullman, Jr. are directors of The Pantry, Inc. (the "Issuer"). Messrs. Halloran and Rullman are directors, officers and shareholders of FS International Holdings. Messrs. Halloran and Rullman disclaim beneficial ownership of the Common Stock beneficially owned by the Partnership, the General Partner and FS International Holdings except to the extent of their individual pecuniary interests therein. |
4. On October 13, 2004 the Partnership entered into a purchase agreement for a firm committment underwritten offering in connection with which it agreed to sell 2,283,854 shares of Common Stock to an underwriter group pursuant to an effective Registration Statement on Form S-3 (Registration No. 333-116972) filed by the Issuer. The purchase agreement also provides the underwriter group with an over-allotment option to purchase up to an additional 750,000 shares of Issuer common stock from the selling stockholders within thirty days of October 13, 2004. On October 18, 2004 the underwriter group exercised its over-allotment option as to 350,000 shares of Issuer common stock, of which the Partnership sold the 9,192 shares of Common Stock reported herein. The transaction reported herein closed on October 19, 2004. |
/s/ Todd W. Halloran | 10/20/2004 | |
/s/ Charles P. Rullman, Jr. | 10/20/2004 | |
/s/ Charles P. Rullman, Jr., Vice President, on behalf of FS International Holdings Limited, the sole general partner of FS&Co. International, L.P., the sole general partner of FS Equity Partners International, L.P. | 10/20/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |