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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 | ||||||||
Warrant to purchase Class B Common Stock | $ 11.83 | 08/01/2014 | X | 386,750 | 01/29/2009 | 08/01/2014 | Class B Common Stock | 386,750 | $ 0 | 0 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BENDHEIM JACK 300 FRANK W. BURR BLVD., STE 21 TEANECK, NJ 07666-6712 |
X | X | President and CEO |
/s/ Thomas G. Dagger as Attorney-in-Fact for Jack C. Bendheim | 08/04/2014 | |
**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) | Pursuant to the Common Stock Purchase Warrant held by BFI Co., LLC, the warrant to purchase 386,750 shares of Class B Common Stock is automatically exercised on August 1, 2014, at an exercise price of $11.83 per share of Class B Common Stock. BFI Co., LLC paid the exercise price on a cashless basis, resulting in the issuer withholding 223,075 shares of Class B Common Stock to pay the exercise price and issuing to the reporting person the remaining 163,675 shares of Class B Common Stock. The issuer also paid $15.75 in lieu of a fractional share. |
(2) | The Class B Common Stock and warrant to purchase Class B Common Stock are held by BFI Co., LLC. Mr. Bendheim, a reporting person, director and officer of the Issuer, exercises voting and dispositive power over BFI Co., LLC and may be deemed to have shared voting and investment power over the shares and warrant held by BFI Co., LLC. Mr. Bendheim disclaims beneficial ownership of these shares and warrant except to the extent of his pecuniary interest therein. |