Back Yard Burgers Inc - Statement of Changes in Beneficial Ownership (4)
November 05 2007 - 2:13PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MICHAEL LATTIMORE M
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2. Issuer Name
and
Ticker or Trading Symbol
BACK YARD BURGERS INC
[
BYBI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
1657 N SHELBY OAKS DRIVE NORTH, SUITE 105
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2007
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(Street)
MEMPHIS, TN 38134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/5/2007
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D
(1)
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477323
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D
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$6.5
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$1.375
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11/5/2007
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D
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8000
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10/3/2000
(2)
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4/3/2010
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Common Stock
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8000
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(3)
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0
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D
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Stock Option (right to buy)
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$1.232
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11/5/2007
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D
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25000
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7/1/2001
(2)
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1/1/2011
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Common Stock
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25000
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(3)
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0
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D
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Stock Option (right to buy)
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$3.9
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11/5/2007
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D
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22000
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7/1/2003
(2)
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1/1/2013
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Common Stock
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22000
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(3)
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0
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D
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Stock Option (right to buy)
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$6.239
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11/5/2007
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D
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18000
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7/1/2004
(2)
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1/1/2014
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Common Stock
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18000
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(3)
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0
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D
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Stock Option (right to buy)
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$5
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11/5/2007
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D
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17500
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2/12/2006
(2)
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8/12/2015
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Common Stock
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17500
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of in connection with the merger of Issuer with BBAC Merger Sub, Inc. effective November 5, 2007 (the "Merger") pursuant to the Agreement and Plan of Merger dated as of June 10, 2007 by and among Issuer, BBAC, LLC, and BBAC Merger Sub, Inc. In connection with the Merger, outstanding shares of Issuer's common stock were exchanged for the right to receive $6.50 per share.
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(
2)
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Vests (i) 34% on this date; (ii) 33% on the first anniversary of the grant date; and (iii) 33% on the second anniversary of the grant date. Immediately prior to the effective time of the Merger, all unvested stock options became fully vested and immediately exercisable.
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(
3)
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This stock option was cancelled in the Merger in exchange for a cash payment equal to (i) the excess, if any, between the Merger consideration of $6.50 over the exercise price of the stock option, multiplied by (ii) the number of shares of common stock subject to the stock option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MICHAEL LATTIMORE M
1657 N SHELBY OAKS DRIVE NORTH
SUITE 105
MEMPHIS, TN 38134
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X
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Chairman and CEO
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Signatures
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LATTIMORE M. MICHAEL by Christina L. Rouby, Attorney-In-Fact
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11/5/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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