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Share Name | Share Symbol | Market | Type |
---|---|---|---|
99 Cents Only Stores Common Stock | NYSE:NDN | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.01 | 0.00 | 01:00:00 |
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Woo Peter |
2. Issuer Name
and
Ticker or Trading Symbol
99 CENTS ONLY STORES [ NYSE: NDN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O 99? ONLY STORES, 4000 UNION PACIFIC AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
CITY OF COMMERCE, CA 90023 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 1/13/2012 | D (1) | 25000 | D | $22 (2) | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 Option (right to buy) | $18.82 | 9/7/2011 | D (1) | 9000 | (3) | 9/7/2021 | Common Stock | 9000 | $ 0 (4) (5) | 0 | D | ||||
Stock Option (right to buy) | $17.88 | 9/14/2010 | D (1) | 9000 | (6) | 9/14/2020 | Common Stock | 9000 | $ 0 (4) (7) | 0 | D | ||||
Stock Option (right to buy) | $13.52 | 9/16/2009 | D (1) | 9000 | (8) | 9/16/2019 | Common Stock | 9000 | $ 0 (4) (9) | 0 | D | ||||
Stock Option (right to buy) | $10.67 | 9/23/2008 | D (1) | 9000 | (10) | 9/23/2018 | Common Stock | 9000 | $ 0 (4) (11) | 0 | D | ||||
Stock Option (right to buy) | $10.11 | 11/14/2007 | D (1) | 9000 | (12) | 11/14/2017 | Common Stock | 9000 | $ 0 (4) (13) | 0 | D | ||||
Stock Option (right to buy) | $14.17 | 6/4/2007 | D (1) | 3000 | (14) | 6/4/2017 | Common Stock | 3000 | $ 0 (4) (15) | 0 | D |
Explanation of Responses: | |
( 1) | Disposed of in connection with the Agreement and Plan of Merger, dated as of October 11, 2011, by and among 99 Cents Only Stores (the "Company"), Number Holdings, Inc., a Delaware corporation ("Parent"), and Number Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"). |
( 2) | As a result of the merger of Merger Sub with and into the Company (the "Merger"), each share of the Company's common stock, no par value (the "Company common stock"), was converted into the right to receive $22.00 in cash, without interest and less any applicable withholding taxes. |
( 3) | The options were scheduled to become exercisable in three equal annual installments beginning on September 7, 2012, and at the effective time of the Merger, the options became fully vested. |
( 4) | Each outstanding stock option granted under the Company's equity incentive plans that represented the right to acquire Company common stock, whether or not then vested and exercisable, was, as of immediately prior to the effective time of the Merger, fully vested and exercisable contingent on the closing of the Merger and cancelled as of the effective time of the Merger. The holder of the stock option is entitled to receive a cash payment for each share of Company common stock subject to such stock option, equal to the excess, if any, of (i) the $22.00 per share merger consideration over (ii) the option exercise price payable in respect of such share of Company common stock issuable under such stock option, without interest and less any applicable withholding taxes. |
( 5) | This option was cancelled in exchange for a cash payment of $28,620. |
( 6) | The options became exercisable in three equal annual installments beginning on September 14, 2011, and at the effective time of the Merger, the unvested portion became fully vested. |
( 7) | This option was cancelled in exchange for a cash payment of $37,080. |
( 8) | The options became exercisable in three equal annual installments beginning on September 16, 2010, and at the effective time of the Merger, the unvested portion became fully vested. |
( 9) | This option was cancelled in exchange for a cash payment of $76,320. |
( 10) | The options became exercisable in three equal annual installments beginning on September 23, 2009, and at the effective time of the Merger, the unvested portion became fully vested. |
( 11) | This option was cancelled in exchange for a cash payment of $101,970. |
( 12) | The options became exercisable in three equal annual installments beginning on November 14, 2008. |
( 13) | This option was cancelled in exchange for a cash payment of $107,010. |
( 14) | The options became exercisable in three equal annual installments beginning on June 4, 2008. |
( 15) | This option was cancelled in exchange for a cash payment of $23,490. |
Reporting Owners
|
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
Woo Peter
C/O 99? ONLY STORES 4000 UNION PACIFIC AVENUE CITY OF COMMERCE, CA 90023 |
X |
|
|
|
Signatures
|
||
/s/ Peter Woo | 1/13/2012 | |
** 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 control number. |
1 Year 99C Only Stores Chart |
1 Month 99C Only Stores Chart |
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