| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PEP BOYS MANNY MOE & JACK [ PBY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/04/2016 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/04/2016 | U(1) | 28,485 | D | $18.5 | 0 | D | |||
| Common Stock | 02/04/2016 | U(1) | 2,319(2) | D | $18.5 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Option (right to buy) | $10.38 | 02/04/2016 | D(1) | 26,196 | 02/03/2016 | 04/18/2021 | Common Stock | 26,196 | (3) | 0 | D | ||||
| Option (right to buy) | $9.25 | 02/04/2016 | D(1) | 33,570 | 02/03/2016 | 04/28/2022 | Common Stock | 33,570 | (3) | 0 | D | ||||
| TSR Performance-Based Award | (3) | 02/04/2016 | D(1) | 3,379 | 02/03/2016 | (3) | Common Stock | 5,913 | (3) | 0 | D | ||||
| ROIC Performance-Based Award | (3) | 02/04/2016 | D(1) | 6,758 | 02/03/2016 | (3) | Common Stock | 10,137 | (3) | 0 | D | ||||
| TSR Performance-Based Award | (3) | 02/04/2016 | D(1) | 3,798 | 02/03/2016 | (3) | Common Stock | 6,647 | (3) | 0 | D | ||||
| ROIC Performance-Based Award | (3) | 02/04/2016 | D(1) | 7,596 | 02/03/2016 | (3) | Common Stock | 11,394 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. On February 3, 2016, Icahn Enterprises Holdings L.P. acquired the issuer pursuant to that certain agreement and plan of merger, dated December 30, 2015, by and among Icahn Enterprises Holdings L.P., IEP Parts Acquisition LLC and the issuer. At the effective time of the merger, each outstanding share of the issuer's common stock was converted into the right to receive $18.50 in cash (the "per share merger consideration"). In addition, at the effective time of the merger, each outstanding restricted stock unit, performance stock unit and notional investment convertible into the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration. Finally, each outstanding option to acquire the issuer's common stock, whether or not vested, was converted into the right to receive the per share merger consideration less the exercise price of such option. |
| 2. Represents the number of shares held in the Reporting Person's account under The Pep Boys Employee Stock Purchase Plan. |
| 3. Not applicable. |
| Remarks: |
| James F. Flanagan | 02/04/2016 | |
| ** 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 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). | ||
| 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. | ||
