SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/29/2016 | 3. Issuer Name and Ticker or Trading Symbol SNYDER'S-LANCE, INC. [ LNCE ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
$.83-1/3 par value Common Stock | 107,192(1)(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Performance Restricted Stock Units | (3) | (3) | Common Stock | 38,914 | 0.0000 | D | |
Restricted Stock Units | (4) | (4) | Common Stock | 47,248 | 0.0000 | D | |
Option (right to buy)(5) | 03/08/2016 | 11/19/2022 | Common Stock | 250,585 | 11.75 | D | |
Option (right to buy)(5) | 03/08/2016 | 12/19/2022 | Common Stock | 150,875 | 12.92 | D | |
Option (right to buy)(5) | 03/08/2016 | 10/02/2023 | Common Stock | 91,783 | 18.4 | D |
Explanation of Responses: |
1. 29,082 shares of Snyder's-Lance, Inc. (LNCE) common stock received in exchange for Performance Restricted Stock Units of Diamond Foods, Inc. (DMND) pursuant to the Agreement and Plan of Merger and Reorganization, dated October 27, 2015, (the "Merger Agreement"), by and among Diamond Foods, Inc., Snyder's-Lance, Inc., Shark Acquisition Sub I, Inc., a wholly-owned subsidiary of Snyder's-Lance, Inc. and Shark Acquisition Sub II, LLC, a wholly-owned subsidiary of Snyder's-Lance, Inc. The reporting person received the shares of Snyder's-Lance, Inc. (LNCE) common stock in exchange for 37,526 Performance Restricted Stock Units of Diamond Foods, Inc. (DMND). |
2. 78,110 restricted shares of Snyder's-Lance, Inc. (LNCE) common stock received in exchange for restricted shares of Diamond Foods, Inc. (DMND) common stock pursuant to the Merger Agreement. The reporting person received the restricted shares of Snyder's-Lance, Inc. (LNCE) common stock in exchange for 100,790 restricted shares of Diamond Foods, Inc. (DMND) common stock. The restricted shares fully vest on 3/8/2016. |
3. Received in exchange for Performance Restricted Stock Units of Diamond Foods, Inc. (DMND) pursuant to the Merger Agreement. The reporting person received the Performance Restricted Stock Units of Snyder's-Lance, Inc. (LNCE) in exchange for 34,263 Performance Restricted Stock Units of Diamond Foods, Inc. (DMND). The Performance Restricted Stock Units fully vest on 3/8/2016. |
4. Received in exchange for Restricted Stock Units of Diamond Foods, Inc. (DMND) pursuant to the Merger Agreement. The reporting person received the Restricted Stock Units of Snyder's-Lance, Inc. (LNCE) in exchange for 41,604 Restricted Stock Units of Diamond Foods, Inc. (DMND). The Restricted Stock Units fully vest on 3/8/2016. |
5. Received in exchange for outstanding options of Diamond Foods, Inc. (DMND) pursuant to the Merger Agreement. |
/s/ Brian J. Driscoll by Gail Sharps Myers, Attorney-In-Fact | 03/09/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |