Statement of Changes in Beneficial Ownership (4)
February 19 2014 - 12:37PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Neumann Laura J
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2. Issuer Name
and
Ticker or Trading Symbol
ARDEN GROUP INC
[
ARDNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
2020 S. CENTRAL AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2014
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(Street)
COMPTON, CA 90220
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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2/19/2014
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D
(1)
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200
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D
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$126.50
(1)
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0
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I
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Held by spouse of reporting person.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
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(2)
(3)
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2/19/2014
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D
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3500
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(2)
(3)
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(2)
(3)
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Class A Common Stock
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3500
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(2)
(3)
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0
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D
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Stock Appreciation Rights
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(4)
(5)
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2/19/2014
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D
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3500
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(4)
(5)
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(4)
(5)
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Class A Common Stock
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3500
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(4)
(5)
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0
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D
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Stock Appreciation Rights
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(6)
(7)
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2/19/2014
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D
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1000
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(6)
(7)
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(6)
(7)
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Class A Common Stock
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1000
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(6)
(7)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to an Agreement and Plan of Merger, dated as of December 20, 2013 (the "Merger Agreement"), among the issuer, GRCY Holdings, Inc. and GRCY Acquisition, Inc. in exchange for cash merger consideration of $126.50 per share.
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(
2)
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This stock appreciation right was exercisable in 25% increments on each of January 15, 2013, 2014, 2015 and 2016. Effective as of the Effective Time, as defined under the Merger Agreement (the "Effective Time"), and pursuant to the terms of the Merger Agreement, (a) the vested portion of this stock appreciation right was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $90 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (b) the unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 3)
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(
3)
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(continued from Footnote 2) (i) the excess of $126.50 (the merger consideration) over the current base price of $90 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," as those terms are defined in the issuer's Change in Control Plan (the "Plan"), the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
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(
4)
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This stock appreciation right was exercisable in 25% increments on each of August 10, 2013, 2014, 2015 and 2016. Effective as of the Effective Time, and pursuant to the terms of the Merger Agreement, (a) one-half of this stock appreciation right vested in accordance with the Plan, (b) such vested portion of this stock appreciation was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $75.22 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (c) the remaining unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 5)
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(
5)
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(continued from Footnote 4) (i) the excess of $126.50 (the merger consideration) over the current base price of $75.22 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
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(
6)
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This stock appreciation was exercisable in 25% increments on each of December 3, 2015, 2016, 2017 and 2018. Effective as of the Effective Time, and pursuant to the terms of the Merger Agreement, (a) one-half of this stock appreciation right vested in accordance with the Plan, (b) such vested portion of this stock appreciation was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $95.82 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (c) the unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 7)
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(
7)
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(continued from Footnote 6) (i) the excess of $126.50 (the merger consideration) over the current base price of $95.82 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Neumann Laura J
2020 S. CENTRAL AVENUE
COMPTON, CA 90220
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Chief Financial Officer
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Signatures
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/s/ Laura J. Neumann
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2/19/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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