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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KSANSNAK JAMES E C/O TASTY BAKING COMPANY NAVY YARD CORP. CTR., THREE CRESCENT DR. PHILADELPHIA, PA 19112 |
X |
/s/ Laurence Weilheimer, Attorney-In-Fact | 05/24/2011 | |
**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 deemed to be beneficially owned by the reporting person that were tendered to, and purchased by, Compass Merger Sub, Inc., a Pennsylvania corporation ("Purchaser") and a wholly-owned direct subsidiary of Flowers Foods, Inc., a Georgia corporation ("Flowers"), pursuant to Purchaser's offer to purchase all outstanding shares of Tasty Baking Company ("Issuer"), at a price of $4.00 per share, net to the seller in cash, without interest and less any required withholding taxes, as described in the Tender Offer Statement on Schedule TO filed with the SEC by Flowers on April 21, 2011, as amended and supplemented. |
(2) | Represents shares underlying deferred stock units previously granted to the reporting person by Issuer which (whether or not vested) were cancelled as of the Effective Time of the merger on May 24, 2011 of the Issuer and Purchaser, pursuant to which the Issuer survived the merger and became a wholly-owned subsidiary of Flowers ("Merger"). In connection with the Merger, the deferred stock units were cancelled and converted into the right to receive a payment of $4.00 per share of common stock underlying each deferred stock unit, net to the reporting person in cash, without interest and less any required withholding taxes. |