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Form 4 PANTRY INC For: Dec 29 Filed by: Hatchell Dennis G

December 31, 2014 9:47 AM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hatchell Dennis G

(Last) (First) (Middle)
305 GREGSON DRIVE

(Street)
CARY NC 27511

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PANTRY INC [ PTRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2014   M   5,000 A $ 15.91 152,548 D  
Common Stock 12/29/2014   M   16,447 A $ 12 168,995 D  
Common Stock 12/29/2014   M   38,959 A $ 11.41 207,954 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 15.91 12/29/2014   M     5,000   (1) 12/13/2020 Common Stock 5,000 $ 0 39,722 D  
Stock Options (Right to Buy) $ 12 12/29/2014   M     16,447   (2) 03/05/2019 Common Stock 16,447 $ 0 8,224 D  
Stock Options (Right to Buy) $ 11.41 12/29/2014   M     38,959   (3) 12/14/2019 Common Stock 38,959 $ 0 19,480 D  
Explanation of Responses:
1. The option, representing a right to purchase a total of 44,722 shares, becomes exercisable in three equal, annual installments beginning on December 13, 2014, which was the first anniversary of the date on which the option was granted. As of the transaction date, the option was exercisable with respect to 14,907 shares.
2. The option, representing a right to purchase a total of 24,671 shares, becomes exercisable in three equal, annual installments beginning on March 5, 2013, which was the first anniversary of the date on which the option was granted. As of the transaction date, the option was exercisable with respect to 16,447 shares.
3. The option, representing a right to purchase a total of 58,439 shares, becomes exercisable in three equal, annual installments beginning on December 14, 2013, which was the first anniversary of the date on which the option was granted. As of the transaction date, the option was exercisable with respect to 38,959 shares.
/s/ Kevin Bennett, attorney-in-fact for Dennis G. Hatchell 12/31/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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