4//SEC Filing
JONES DANIEL L 4
Accession 0000850460-24-000096
CIK 0000850460other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 6:45 PM ET
Size
15.3 KB
Accession
0000850460-24-000096
Insider Transaction Report
Form 4
ENCORE WIRE CORPWIRE
JONES DANIEL L
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2024-07-02$290.00/sh−837,755$242,948,950→ 0 total - Gift
Common Stock, par value $0.01 per share
2024-06-28−34,513→ 812,755 total - Award
Common Stock, par value $0.01 per share
2024-07-02+25,000→ 837,755 total - Disposition to Issuer
Common Stock, par value $0.01 per share
2024-07-02$290.00/sh−5,781$1,676,490→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock, par value $0.01 per share
2024-07-02$290.00/sh−10,125$2,936,250→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock, par value $0.01 per share
2024-07-02$290.00/sh−337$97,730→ 0 total(indirect: By his son)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of April 14, 2024, by and among Encore Wire Corporation ('Encore'), Prysmian S.p.A., Applause Merger Sub Inc. and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC (the 'Merger Agreement'), each restricted stock unit award subject to performance-based vesting restrictions ('PSU award') that was outstanding immediately prior to the effective time of the merger contemplated by the Merger Agreement (the 'Effective Time'), to the extent not vested, automatically become fully vested based on the maximum level of performance.
- [F2]Pursuant to the Merger Agreement, each share of common stock of Encore ('common stock') (other than certain excluded shares specified in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was cancelled, extinguished, and automatically converted into the right to receive $290.00 per share in cash, without interest.
- [F3]Pursuant to the Merger Agreement, each RSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested, and each was cancelled, extinguished, and automatically converted into the right of the holder of each award to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290.00, multiplied by (ii) the number of shares of common stock subject to such award immediately prior to the Effective Time (together with any accrued and unpaid cash dividends corresponding to such vested RSU award). Pursuant to the Merger Agreement, immediately prior to the Effective Time, all shares of common stock then unvested and subject to an outstanding restricted stock award became fully vested and free of any applicable repurchase or forfeiture conditions.
- [F4]Pursuant to the Merger Agreement, each PSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested based on the maximum level of performance, and each was cancelled, extinguished, and automatically converted into the right of the holder of each award to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290.00, multiplied by (ii) the number of shares of common stock subject to such award immediately prior to the Effective Time (together with any accrued and unpaid cash dividends corresponding to such vested PSU award).
- [F5]Includes 141,667 RSU restricted stock unit awards ('RSU awards'), and 75,000 PSU awards.
Documents
Issuer
ENCORE WIRE CORP
CIK 0000850460
Entity typeother
Related Parties
1- filerCIK 0001250809
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 6:45 PM ET
- Size
- 15.3 KB