|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 57.18 | 04/30/2014 | D | 27,196 | (2) | 09/28/2014 | Common Stock | 27,196 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 67.19 | 04/30/2014 | D | 25,911 | (2) | 09/24/2014 | Common Stock | 25,911 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 47.32 | 04/30/2014 | D | 25,911 | (2) | 09/29/2015 | Common Stock | 25,911 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 35.67 | 04/30/2014 | D | 4,962 | (2) | 09/30/2016 | Common Stock | 4,962 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 36.25 | 04/30/2014 | D | 31,347 | (2) | 02/22/2017 | Common Stock | 31,347 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 51.08 | 04/30/2014 | D | 24,095 | (2) | 02/22/2021 | Common Stock | 24,095 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 44.75 | 04/30/2014 | D | 34,900 | (2) | 10/04/2021 | Common Stock | 34,900 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 55.43 | 04/30/2014 | D | 12,846 | (2) | 02/21/2022 | Common Stock | 12,846 | (2) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 61.42 | 04/30/2014 | D | 12,405 | (2) | 02/21/2023 | Common Stock | 12,405 | (2) | 0 | D | ||||
Restricted Stock Units | $ 0 | 04/30/2014 | D | 274 | (3) | (4) | Common Stock | 274 | (3) | 0 | D | ||||
Restricted Stock Units | $ 0 | 04/30/2014 | D | 4,412 | (5) | (4) | Common Stock | 4,412 | (5) | 0 | D | ||||
Restricted Stock Units | $ 0 | 04/30/2014 | D | 3,175 | (3) | (4) | Common Stock | 3,175 | (3) | 0 | D | ||||
Restricted Stock Units | $ 0 | 04/30/2014 | D | 3,518 | (3) | (4) | Common Stock | 3,518 | (3) | 0 | D | ||||
Restricted Stock Units | $ 0 | 04/30/2014 | D | 6,146 | (6) | (4) | Common Stock | 6,146 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rose Kenton R BEAM INC., 510 LAKE COOK ROAD DEERFIELD, IL 60015 |
SVP & GC, CAO & Secretary |
Leslie W. Jensen, Attorney-in-Fact for Kenton R. Rose | 05/02/2014 | |
**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) | Represents shares of common stock that were cancelled and converted into the right to receive $83.50 per share pursuant to the merger agreement among the issuer, Suntory Holdings Limited and SUS Merger Sub Limited (the "Merger Agreement"). |
(2) | This option was cancelled and converted pursuant to the Merger Agreement into the right to receive a cash payment equal to $83.50 per share minus the exercise price, multiplied by the number of options. |
(3) | These restricted stock units ("RSUs") were cancelled and converted pursuant to the Merger Agreement into the right to receive a cash payment equal to $83.50 per share. |
(4) | N/A. |
(5) | Pursuant to the transactions contemplated by the Merger Agreement, 4,412 RSUs are being cancelled for no consideration. |
(6) | Pursuant to the transactions contemplated by the Merger Agreement, these RSUs are being cancelled in exchange for a cash-based phantom unit award subject to continued employment, with a floor price of $66.97. |