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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 | ||||||||
Restricted Stock Units | $ 12.75 | 11/21/2018 | D(1) | 55,416 | (1) | (1) | Common Stock | 55,416 | $ 12.75 | 0 | D | ||||
Restricted Shares | $ 12.75 | 11/21/2018 | D(1) | 36,800 | (1) | (1) | Common Stock | 36,800 | $ 12.75 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 15 | 11/21/2018 | J(2) | 130,000 | (2) | (2) | Common Stock | 130,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 35.01 | 11/21/2018 | J(2) | 40,000 | (2) | (2) | Common Stock | 40,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 27.42 | 11/21/2018 | J(2) | 34,995 | (2) | (2) | Common Stock | 34,995 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 23.26 | 11/21/2018 | J(2) | 77,982 | (2) | (2) | Common Stock | 77,982 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 13.6 | 11/21/2018 | J(2) | 130,000 | (2) | (2) | Common Stock | 130,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 14.05 | 11/21/2018 | J(2) | 41,711 | (2) | (2) | Common Stock | 41,711 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Miles Kevin C/O ZOE'S KITCHEN, INC. 5760 STATE HIGHWAY 121, SUITE 250 PLANO, TX 75024 |
X | Director, President, and CEO |
/s/ Michael Todd as Attorney-in-Fact for Kevin Miles | 11/23/2018 | |
**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) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 16, 2018, by and among Zoe's Kitchen, Inc. (the "Company"), Cava Group, Inc., and Pita Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each outstanding share of Company Common Stock, each Company Restricted Share and Company Restricted Stock Unit Award, vested and accelerated in full and was converted into the right to receive $12.75 in cash (the "Merger Consideration"). |
(2) | At the Effective Time the unexercised options that were previously granted to the Reporting Person were cancelled for no consideration. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration, payment or right to consideration or payment. |