Orsenigo Carlo 4
4 · CH2M HILL COMPANIES LTD · Filed Dec 18, 2017
Insider Transaction Report
Form 4
Orsenigo Carlo
Executive Vice President
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2017-12-15−400→ 0 totalExercise: $58.40→ Common Stock (400 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2017-12-15−1,500→ 0 totalExercise: $62.89→ Common Stock (1,500 underlying) - Disposition to Issuer
Common Stock
2017-12-15−2,081.23→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2017-12-15−300→ 0 totalExercise: $64.83→ Common Stock (300 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2017-12-15−400→ 0 totalExercise: $51.14→ Common Stock (400 underlying)
Footnotes (3)
- [F1]Includes 1,066.23 shares of common stock, par value $0.01 per share, of CH2M ("CH2M Common Stock") and 1,015 shares of Restricted Stock Units ("RSU") disposed of pursuant to the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among Jacobs Engineering Group Inc. ("Jacobs"), Basketball Merger Sub Inc. ("Merger Sub") and CH2M HILL Companies, Ltd. ("CH2M"), pursuant to which Merger Sub will merge with and into CH2M (the "Merger") with CH2M surviving the Merger as a wholly-owned direct subsidiary of Jacobs.
- [F2]On December 15, at the effective time of the Merger, each share of CH2M Common Stock was converted into the right to receive, at the election of the holder of such share and subject to proration and adjustment procedures, either (i) mixed consideration consisting of $52.85 in cash, without interest, and 0.6677 shares of common stock, par value $1.00 per share, of Jacobs ("Jacobs Common Stock"), (ii) cash consideration consisting of $88.08 in cash, without interest or (iii) stock consideration consisting of 1.6693 shares of Jacobs Common Stock (the "Merger Consideration"). Direct holders of CH2M Common Stock who did not make a timely election instruction received the mixed consideration described in clause (i) above.
- [F3]Immediately prior to the effective time of the Merger, each option to purchase CH2M Common Stock was accelerated with respect to one hundred percent (100%) of the shares of CH2M Common Stock underlying and cancelled in exchange for a cash payment calculated in accordance to the Merger Agreement.