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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to purchase | $ 22 | 04/27/2016 | D(5) | 21,840 | (6) | (7) | Common stock | 21,840 | (5) | 0 | D | ||||
| Options to purchase | $ 18.69 | 04/27/2016 | D(5) | 15,867 | (8) | (9) | Common stock | 15,867 | (5) | 0 | D | ||||
| Restricted stock units | (10) | 04/27/2016 | D(11) | 1,722 | (12) | (12) | Common stock | 1,722 | $ 28.5 | 0 | D | ||||
| Restricted stock units | (10) | 04/27/2016 | D(11) | 2,204 | (13) | (13) | Common stock | 2,204 | $ 28.5 | 0 | D | ||||
| Restricted stock units | (10) | 04/27/2016 | D(11) | 2,938 | 02/04/2018 | 02/04/2018 | Common stock | 2,938 | $ 28.5 | 0 | D | ||||
| Restricted stock units | (10) | 04/27/2016 | D(11) | 16,576 | 12/02/2017 | 12/02/2017 | Common stock | 16,576 | $ 28.5 | 0 | D | ||||
| Restricted stock units | (10) | 04/27/2016 | D(11) | 6,019 | (14) | (14) | Common stock | 6,019 | $ 28.5 | 0 | D | ||||
| Performance stock units | (15) | 04/27/2016 | D(16) | 8,025 | (17) | (17) | Common stock | 8,025 | (16) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Duggan Scott F. 628 GREEN VALLEY ROAD SUITE 500 GREENSBORO, NC 27408 |
SVP General Counsel | |||
| /s/ Eric Hardin, attorney-in-fact | 04/27/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the terms of the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Pomegranate Holdings, Inc., and Pomegranate Merger Sub, Inc. (the "Merger Agreement"), each outstanding share of common stock of The Fresh Market, Inc. at the Effective Time as defined in the Merger Agreement (the "Effective Time") was converted automatically into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration"). |
| (2) | On March 25, 2016, Pomegranate Merger Sub, Inc. made an offer to purchase each outstanding share of The Fresh Market, Inc.'s common stock for the Merger Consideration (the "Offer"). The shares shown on this line were tendered in the Offer. |
| (3) | Represents shares of restricted stock issued under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan. |
| (4) | Pursuant to the terms of the Merger Agreement, each share of restricted stock outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration. |
| (5) | Pursuant to the Merger Agreement, each option to purchase shares of common stock of The Fresh Market, Inc. (each, a "Company Stock Option"), whether vested or unvested, was, as of the Effective Time, canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such Company Stock Option has not been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option. |
| (6) | The options were granted on November 4, 2010 and vested and became exercisable in 25% increments on the first four anniversaries of the grant date. |
| (7) | The options expire upon the earlier of (a) the tenth anniversary of the date of grant; (b) if the holder's employment with The Fresh Market, Inc. is terminated for Cause as defined in the Option Award Agreement, the date of termination; or (c) if the holder's employment terminates for any other reason, the date that is three months after the date of termination. |
| (8) | The options were granted on February 3, 2016 and vest and become exercisable in 25% increments on the first four anniversaries of the grant date. |
| (9) | The options expire upon the earlier of (a) the tenth anniversary of the date of grant; (b) if the holder's employment with The Fresh Market, Inc. is terminated for Cause as defined in the Option Award Agreement, the date of termination; or (c) if the holder's employment terminates for any other reason, the date that is three months after the date of termination, subject to provisions for death, disability, and retirement. |
| (10) | Each restricted stock unit ("RSU") represents the right to receive one share of common stock of The Fresh Market, Inc. on the vesting date, provided that the holder of the RSU remains employed by The Fresh Market, Inc. through the relevant vesting date, subject to accelerated vesting provisions for death, disability, retirement, and change of control. |
| (11) | Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the Merger Consideration. |
| (12) | The RSUs were granted on March 27, 2014 and vest in 25% increments on the first four anniversaries of the grant date. |
| (13) | The RSUs were granted on February 4, 2015 and vest in 25% increments on the first four anniversaries of the grant date. |
| (14) | The RSUs were granted on February 3, 2016 and vest in 25% increments on the first four anniversaries of the grant date. |
| (15) | Each performance share unit ("PSU") represents the contingent right to receive, on the vesting date, one share of common stock of The Fresh Market, Inc. to the extent that a performance goal is satisfied. The number of PSUs stated on this line represents the target number of shares of common stock that may be received; the actual number of shares may be higher or lower than the target depending on the extent to which the threshold and target performance goals are met or exceeded. The performance goal is based on The Fresh Market, Inc.'s financial performance over a one-year performance period ending January 29, 2017. |
| (16) | Pursuant to the Merger Agreement, each PSU granted in calendar year 2016 was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the greater of (i) the product of (A) target amount of shares of common stock that may be received and (B) the Merger Consideration (such product, the "Target Level Amount") or (ii) the product of (A) the number of shares of common stock that would be earned based on the financial results for the fiscal quarters completed prior to the Effective Time, as measured against prorated performance goals for the period from the beginning of the performance period through the last day of the most recently completed fiscal quarter prior to the Effective Time and (B) the Merger Consideration. In this case, the holder became entitled to the Target Level Amount. |
| (17) | The PSUs vest and convert to common stock as of January 27, 2019, provided that the holder remains employed by The Fresh Market, Inc. or its affiliates through such date, subject to provisions for death, disability, retirement, and change of control. |