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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gramm Jefferson 50 BROAD STREET SUITE 1820 NEW YORK, NY 10004 |
X | X |
/s/ Jefferson P. Gramm | 05/28/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares of Common Stock of Morgan's Foods, Inc. ("Company") disposed of in connection with the merger of Company with and into Apex Brands Foods, Inc. ("Merger Sub"), a wholly owned subsidiary of Apex Restaurant Management, Inc. ("Apex"), on May 27, 2014, pursuant to the Agreement and Plan of Merger, dated as of March 30, 2014, between Apex, Merger Sub and Company, each share of Common Stock was canceled and extinguished and converted into the right to receive $5.00 in cash, without interest, less any required withholding taxes. |
(2) | Represents shares owned directly by Bandera Master Fund L.P. ("Bandera Master Fund"). The Reporting Person, solely by virtue of his position as a managing partner, managing director and portfolio manager of Bandera Partners LLC ("Bandera Partners"), the investment manager of Bandera Master Fund, may be deemed to beneficially own the shares owned directly by Bandera Master Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein |