- Statement of Changes in Beneficial Ownership (4)
December 20 2012 - 5:17PM
Edgar (US Regulatory)
FORM 4
[ ]
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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Burke Andrew
|
2. Issuer Name
and
Ticker or Trading Symbol
Diamond Foods Inc
[
DMND
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Chief Marketing Officer
|
(Last)
(First)
(Middle)
C/O DIAMOND FOODS, INC., 600 MONTGOMERY STREET, 13TH FLOOR
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/19/2012
|
(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
|
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
|
12/19/2012
|
|
A
|
|
6816
(1)
|
A
|
(1)
|
62180
|
D
|
|
Common Stock
|
12/19/2012
|
|
A
|
|
13633
(2)
|
A
|
(2)
|
75813
|
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
|
Employee Stock Option (right to buy)
|
$14.67
|
12/19/2012
|
|
A
|
|
39856
|
|
(3)
|
12/18/2022
|
Common Stock
|
39856
|
$0
|
39856
|
D
|
|
Explanation of Responses:
|
(
1)
|
Shares will vest, and the Issuer's right to repurchase the shares will lapse, over the 48-month period beginning on December 19, 2012, with one-fourth of the shares vesting every 12 months from that date, provided the executive officer remains in continuous service as an employee or consultant through each such date.
|
(
2)
|
Shares will vest, and the issuer's right to repurchase the shares will lapse, on December 19, 2016, provided that all or a portion of such shares may vest earlier upon satisfaction of performance conditions related to the Board determination that adjusted EBITDA performance has exceeded targets after two or three years, and provided that the executive officer remains in continuous service as an employee or consultant through such date.
|
(
3)
|
Options will vest and become exercisable as to one-fourth of the shares on December 19, 2013, and the remainder will vest and become exercisable ratably each calendar quarter over the following 36-month period, provided the executive officer remains in continuous service as an employee or consultant through each such date.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Burke Andrew
C/O DIAMOND FOODS, INC.
600 MONTGOMERY STREET, 13TH FLOOR
SAN FRANCISCO, CA 94111
|
|
|
EVP, Chief Marketing Officer
|
|
Signatures
|
/s/ Andrew Burke by Stephen Kim, Attorney-in-Fact
|
|
12/20/2012
|
**
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.
|
(MM) (NASDAQ:DMND)
Historical Stock Chart
From Aug 2024 to Sep 2024
(MM) (NASDAQ:DMND)
Historical Stock Chart
From Sep 2023 to Sep 2024