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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 | ||||||||
| 2006 Director Restricted Stock Unit Awards | (3) | 05/28/2016 | M | 5,208 | (3) | (3) | Common Stock | 5,208 | $ 0 | 0 | D | ||||
| 2007 Director Restricted Stock Unit Awards | (3) | 05/28/2016 | M | 4,377 | (3) | (3) | Common Stock | 4,377 | $ 0 | 0 | D | ||||
| 2008 Director Restricted Stock Unit Awards | (3) | 05/28/2016 | M | 11,160 | (3) | (3) | Common Stock | 11,160 | $ 0 | 0 | D | ||||
| 2009 Director Restricted Stock Unit Awards | (3) | 05/28/2016 | M | 5,762 | (3) | (3) | Common Stock | 5,762 | $ 0 | 0 | D | ||||
| 2010 DSU Award | (3) | 05/28/2016 | M | 4,876 | (3) | (3) | Common Stock | 4,876 | $ 0 | 0 | D | ||||
| Phantom Stock | (4) | 05/28/2016 | M | 134,798 | (4) | (4) | Common Stock | 134,798 | $ 0 | 0 | D | ||||
| Quarterly DSU Award | (3) | 05/28/2016 | M | 18,593 | (3) | (3) | Common Stock | 18,593 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HUMANN L PHILLIP 2500 WINDY RIDGE PARKWAY 14TH FLOOR ATLANTA, GA 30339 |
X | |||
| Suzanne N. Forlidas, attorney-in-fact | 06/01/2016 | |
| **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) | Represents phantom stock units which became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below. |
| (2) | 232,247 shares of Common Stock were disposed of at the effective time of the merger of Coca-Cola Enterprises, Inc. (the "Company") with and into Coca-Cola European Partners US, LLC, formerly known as Orange MergeCo, LLC ("MergeCo"), on May 28, 2016 (the "Merger"), pursuant to a merger agreement, dated as of August 6, 2015, by and among the Company, Coca-Cola European Partners plc, formerly known as Spark Orange Limited and Coca-Cola European Partners Limited ("CCEP"), Coca-Cola European Partners Holdings US, Inc., formerly known as Orange U.S. HoldCo, LLC, and MergeCo in exchange for (i) 232,247 validly issued, fully paid, non-assessable ordinary shares, nominal value ?0.01 per share, of CCEP and (ii) cash consideration of $14.50 per share of Common Stock. |
| (3) | Phantom stock units credited to the reporting person's Quarterly DSU Award account under the Deferred Compensation Plan for Nonemployee Directors. Payment of the number of shares credited to the account occurs upon the Director's departure from the Board. |
| (4) | Phantom stock units acquired pursuant to a deferred compensation agreement between reporting person and Company, increases to the Director's phantom stock credits under the Deferred Compensation Plan for nonemployee Directors due to deemed reinvestments of hypothetical dividends and/or the aggregation of fractional share units not previously reported. Payment of the number of shares credited to the account occurs upon the Director's departure from the Board. |