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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 | |
AMAZON COM INC 410 TERRY AVENUE NORTH SEATTLE, WA 98109-5210 |
X |
/s/ Shelley Reynolds, Vice President, Worldwide Controller (Principal Accounting Officer) | 06/03/2011 | |
**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 transaction reported on this Form 4 reflects the acquisition of the Issuer by Walgreen Co. ("Walgreen"), which closed on June 3, 2011, pursuant to the terms of an Agreement and Plan of Merger, by and among the Issuer, Walgreen, and Dover Subsidiary, Inc., dated March 23, 2011 (the "Merger Agreement"). |
(2) | Reflects shares disposed of in connection with the acquisition of the Issuer by Walgreen pursuant to the Merger Agreement, pursuant to which each share of Issuer Common Stock was converted into the right to receive $3.80 in cash, without interest, and all such shares of Issuer Common Stock were automatically cancelled and ceased to exist. |
(3) | The shares disposed of were held of record by Amazon.com NV Investment Holdings LLC, f/k/a Amazon.com NV Investment Holdings, Inc., a wholly owned subsidiary of the Reporting Person. |