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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 | ||||||||
Employee Stock Option (right to buy) | $ 0.49 | 11/11/2010 | A | 15,000 | 11/11/2010 | 11/11/2020 | Common Stock | 15,000 | (2) | 15,000 | D | ||||
Employee Stock Option (right to buy) | $ 0.38 | 06/21/2011 | A | 5,000 | 06/21/2011 | 06/21/2021 | Common Stock | 5,000 | (2) | 5,000 | D | ||||
Employee Stock Option (right to buy) (1) | $ 0.69 | 09/16/2011 | D | 10,000 | 11/26/2008 | 11/26/2018 | Common Stock | 10,000 | (3) | 0 | D | ||||
Employee Stock Option (right to buy) (1) | $ 0.49 | 09/16/2011 | D | 15,000 | 11/11/2010 | 11/11/2020 | Common Stock | 15,000 | (3) | 0 | D | ||||
Employee Stock Option (right to buy) (1) | $ 0.38 | 09/16/2011 | D | 5,000 | 06/21/2011 | 06/21/2021 | Common Stock | 5,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KASSAR RICHARD A 216 N.E. 12TH STREET MOORE, OK 73160 |
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/s/ Richard Kassar | 09/16/2011 | |
**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) | The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person was or is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of Vaughan Foods, Inc. (the "Issuer") or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer; |
(2) | Not applicable; and |
(3) | Pursuant to that certain Agreement and Plan of Merger, dated as of July 6, 2011, among the Issuer, Reser's Fine Foods, Inc. and Reser's Acquisition, Inc., at the effective time of the merger each share of Issuer common stock ("Common Stock") converted into the right to receive $1.58 in cash and each outstanding option to purchase shares of Common Stock, whether vested or unvested, converted into the right to receive an amount equal to the excess of $1.58 over the exercise price of such option. |