- Statement of Changes in Beneficial Ownership (4)
25 Mai 2011 - 2:04AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KOZICH RONALD J
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2. Issuer Name
and
Ticker or Trading Symbol
TASTY BAKING CO
[
TSTY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TASTY BAKING COMPANY, NAVY YARD CORP. CTR., THREE CRESCENT DR.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2011
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(Street)
PHILADELPHIA, PA 19112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/20/2011
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U
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7250.00
(1)
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D
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$4.00
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11584
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D
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Common Stock
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5/24/2011
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D
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11584
(2)
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D
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$4.00
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Represents shares of common stock that were tendered by the reporting person to, and purchased by, Compass Merger Sub, Inc., a Pennsylvania corporation ("Purchaser") and a wholly-owned direct subsidiary of Flowers Foods, Inc., a Georgia corporation ("Flowers"), pursuant to Purchaser's offer to purchase all outstanding shares of Tasty Baking Company ("Issuer"), at a price of $4.00 per share, net to the seller in cash, without interest and less any required withholding taxes, as described in the Tender Offer Statement on Schedule TO filed with the SEC by Flowers on April 21, 2011, as amended and supplemented.
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(
2)
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Represents shares underlying deferred stock units previously granted to the reporting person by Issuer which (whether or not vested) were cancelled as of the Effective Time of the merger on May 24, 2011 of the Issuer and Purchaser, pursuant to which the Issuer survived the merger and became a wholly-owned subsidiary of Flowers ("Merger"). In connection with the Merger, the deferred stock units were cancelled and converted into the right to receive a payment of $4.00 per share of common stock underlying each deferred stock unit, net to the reporting person in cash, without interest and less any required withholding taxes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KOZICH RONALD J
C/O TASTY BAKING COMPANY
NAVY YARD CORP. CTR., THREE CRESCENT DR.
PHILADELPHIA, PA 19112
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X
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Signatures
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/s/ Laurence Weilheimer, Attorney-In-Fact
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5/24/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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