Papa Murphy's Form 4 Papa Murphy's / Weldon W. Spangler ownership change

SEC Form 4

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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X

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^*

Spangler Weldon W.

(Last) (First) (Middle)

C/O PAPA MURPHY'S HOLDINGS, INC.

8000 NE PARKWAY DRIVE, SUITE 350

(Street)

VANCOUVER WA 98662

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Papa Murphy's Holdings, Inc. [ FRSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.01 per share	05/23/2019		U(1)		30,000	D	$6.45	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options (right to buy)	$5.81	05/23/2019		D(2)			250,000	(2)	10/03/2027	Common Stock	250,000	$0.64	0	D
Stock Options (right to buy)	$4.75	05/23/2019		D(2)			184,613	(2)	01/01/2029	Common Stock	184,613	$1.7	0	D
Performance Share Units	$0.0	05/23/2019		D(2)(3)			61,796	(2)(3)	(2)(3)	Common Stock	61,796	$6.45	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated April 10, 2019, by and among the Issuer, MTY Franchising USA, Inc. and MTY Columbia Merger Sub, Inc (the "Merger Agreement"), on April 25, 2019, MTY Columbia Merger Sub, Inc. made an offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $6.45 per share, in cash, without interest and subject to applicable withholding. The shares shown on this line were tendered in the Offer.

2. Disposed of as a result of the merger pursuant to the Merger Agreement. At the effective time of the merger as contemplated in the Merger Agreement, (i) each outstanding share of Company Common Stock, was cancelled and automatically converted into the right to receive $6.45 in cash and (ii) each Company Restricted Stock Unit and each Company Stock Option Award, vested and accelerated in full and was converted into the right to receive $6.45 in cash (or in the case of Company Stock Option Awards, the difference between the exercise price and $6.45).

3. Under the terms of the Merger Agreement, Performance Share Units ("PSUs") previously awarded but where the Compensation Committee of the Board of Directors had not yet determined the fulfillment of the performance criteria were deemed to have been earned and became immediately vested. These accelerated PSUs were then converted into the $6.45 per share cash consideration in connection with the Merger Agreement.

Remarks:

	/s/ Daniel R. Smith attorney-in-fact	05/28/2019
	** Signature of Reporting Person	Date
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