Applebees International Inc - Statement of Changes in Beneficial Ownership (4)
29 Novembre 2007 - 10:41PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
Williams George S
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2. Issuer Name
and
Ticker or Trading Symbol
APPLEBEES INTERNATIONAL INC
[
APPB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Marketing Officer
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(Last)
(First)
(Middle)
C/O APPLEBEE'S INTERNATIONAL, INC, 4551 W. 107TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/29/2007
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(Street)
OVERLAND PARK, KS 66207
(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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11/29/2007
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D
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20801
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D
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$25.50
(1)
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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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Employee Stock Option (right to buy)
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$24.51
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11/29/2007
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D
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4079
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(1)
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3/1/2014
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Common Stock
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4079
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$.99
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0
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D
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Stock Appreciation Rights
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$24.87
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11/29/2007
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D
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8000
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(2)
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3/1/2014
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Common Stock
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8000
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$.63
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0
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D
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Stock Appreciation Rights
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$25.98
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11/29/2007
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D
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8000
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(3)
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3/1/2014
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Common Stock
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8000
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$0
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0
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D
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Stock Appreciation Rights
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$24.51
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11/29/2007
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D
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3921
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(4)
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3/1/2014
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Common Stock
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3921
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$.99
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger dated July 15, 2007, between IHOP Corp., CHCH Corp. and the issuer
(the "Merger Agreement"), these shares of Common Stock were cancelled in the merger in exchange for a cash payment,
representing the value of the merger consideration of $25.50 multiplied by the number of shares of Common Stock.
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(
2)
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Pursuant to the Merger Agreement, this option, which provided for full vesting on March 1, 2011, was cancelled in the merger
in exchange for a cash payment, representing the difference between the exercise price of the option and the merger
consideration of $25.50, multiplied by the number of shares of Common Stock subject to the option, whether vested or
unvested.
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(
3)
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Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on March 1, 2011, was
cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the
appreciation right and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the
appreciation right, whether vested or unvested.
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(
4)
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Pursuant to the Merger Agreement, this stock appreciation right, which provided for full vesting on March 1, 2011, was
cancelled in the merger in exchange for a cash payment, representing the difference between the exercise price of the
appreciation right and the merger consideration of $25.50, multiplied by the number of shares of Common Stock subject to the
appreciation right, whether vested or unvested.
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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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Williams George S
C/O APPLEBEE'S INTERNATIONAL, INC
4551 W. 107TH STREET
OVERLAND PARK, KS 66207
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Chief Marketing Officer
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Signatures
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/s/ Becky Tilden by Power of Attorney
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11/29/2007
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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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