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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 | |
MURDOCK DAVID H C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE, CA 91362 |
X | X | Chairman & CEO | |
David H. Murdock Living Trust, dated May 28, 1986, as amended C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE, CA 91362 |
X | |||
CASTLE & COOKE HOLDINGS, INC. C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE, CA 91362 |
X |
/s/ C. MICHAEL CARTER, ATTORNEY-IN-FACT FOR DAVID H. MURDOCK | 12/19/2013 | |
**Signature of Reporting Person | Date | |
/s/ C. MICHAEL CARTER, ATTORNEY-IN-FACT FOR DAVID H. MURDOCK LIVING TRUST, DATED MAY 28, 1986, AS AMENDED | 12/19/2013 | |
**Signature of Reporting Person | Date | |
/s/ C. MICHAEL CARTER, ATTORNEY-IN-FACT FOR CASTLE & COOKE HOLDINGS, INC. | 12/19/2013 | |
**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) | Pursuant to the Agreement and Plan of Merger, dated as of August 11, 2013, among DFC Holdings, LLC ("Parent"), DFC Merger Corp., David H. Murdock and Dole Food Company, Inc., as amended on August 19, 2013 and on September 29, 2013 (the "Merger Agreement"), these shares were contributed to Parent immediately prior to the effective time of the merger in exchange for membership interests in Parent. For purposes of the contribution, the shares were valued at $13.50 per share. |
(2) | These shares were owned directly by the David H. Murdock Living Trust, dated May 28, 1986, as amended (the "Trust") and indirectly by Mr. Murdock as the sole trustee and beneficiary of the Trust. |
(3) | These shares were owned directly by Castle & Cooke Holdings, Inc., and indirectly by Mr. Murdock and the Trust. |