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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 | ||||||||
Restricted Stock Units | (4) | 01/05/2009 | D | 46,400 | (4) | (4) | Common Stock | 46,400 | (4) | 0 | D | ||||
Employee stock option (right to buy) | $ 5.25 | 01/05/2009 | D | 416,633 | 12/31/2005 | 10/29/2013 | Common Stock | 416,633 | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERLMAN RICHARD E C/O TURBOCHEF TECHNOLOGIES, INC. 655 MADISON AVENUE NEW YORK, NY 10021 |
X | Chairman of the Board |
/s/ Dennis J. Stockwell | 01/06/2009 | |
**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) | Disposed of pursuant to the merger agreement between issuer and Chef Acquisition Corp., a merger subsidiary of The Middleby Corporation in exchange for $5,975,446 in cash and 79,129 shares of Middleby common stock having a market value of $29.42 per share on the effective date of the merger, plus a small amount of cash in exchange for a fractional share of Middleby common stock. |
(2) | Disposed of pursuant to the merger agreement between issuer and Chef Acquisition Corp., a merger subsidiary of The Middleby Corporation in exchange for $1,706,102 in cash and 22,593 shares of Middleby common stock having a market value of $29.42 per share on the effective date of the merger, plus a small amount of cash in exchange for a fractional share of Middleby common stock. |
(3) | Mr. Perlman is a limited partner of, and owns a 16.17% interest in, OvenWorks, LLLP, which owns 432,185 shares. In addition, Mr. Perlman is the controlling shareholder of Oven Management, Inc., the general partner of OvenWorks, LLLP. Oven Management, Inc. owns 32,693 shares. Mr. Perlman disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest. |
(4) | These restricted stock units representing the right to receive one share of TurboChef common stock for each unit were awarded on March 29, 2007, vested immediately prior to the effective time of the merger and were cancelled and converted into the right to receive the merger consideration for each share formerly represented by a unit, $3.67 in cash and .0486 shares of common stock of The Middleby Corporation, plus cash in lieu of any fractional share. |
(5) | This option was out of the money at the effective time of the merger and was cancelled. |