4//SEC Filing
PMFG, Inc. 4
Accession 0000899243-15-004461
CIK 0001422862operating
Filed
Sep 2, 8:00 PM ET
Accepted
Sep 3, 5:26 PM ET
Size
17.8 KB
Accession
0000899243-15-004461
Insider Transaction Report
Form 4
PMFG, Inc.PMFG
TAYLOR DAVID
Vice President
Transactions
- Disposition to Issuer
Common Stock
2015-09-03−39,382→ 0 total - Disposition to Issuer
Non Qualified Stock Option
2015-09-03−2,000→ 0 totalExercise: $4.60From: 2007-01-11Exp: 2016-01-11→ Common Stock (2,000 underlying) - Disposition to Issuer
Non Qualified Stock Option
2015-09-03−2,000→ 0 totalExercise: $4.60From: 2009-01-11Exp: 2016-01-11→ Common Stock (2,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2015-09-03−15,947→ 0 total→ Common Stock (15,947 underlying) - Disposition to Issuer
Non Qualified Stock Option
2015-09-03−2,000→ 0 totalExercise: $4.60From: 2008-01-11Exp: 2016-01-11→ Common Stock (2,000 underlying) - Disposition to Issuer
Non Qualified Stock Option
2015-09-03−2,000→ 0 totalExercise: $4.60From: 2010-01-11Exp: 2016-01-11→ Common Stock (2,000 underlying)
Footnotes (4)
- [F1]The shares were cancelled upon completion of PMFG, Inc.'s merger (the "Merger") with and into a wholly-owned subsidiary of CECO Environmental Corp. ("CECO"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2015, among PMFG, Inc. (the "Company"), CECO, Top Gear Acquisition Inc., and Top Gear Acquisition II LLC, each issued and outstanding share of Company common stock was cancelled and converted into the right to receive either (a) 0.6456 shares of CECO common stock, plus cash (without interest) in lieu of any fraction share of CECO common stock that would otherwise be issued or (b) $6.85 in cash, without interest, for each share of Company common stock, depending on the consideration election made by the reporting person and subject to cash/stock elections and the proration procedures set forth in the Merger Agreement.
- [F2]Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding restricted stock unit became fully vested and automatically cancelled and converted into the right to receive $6.85, without interest, per share of Company common stock subject to such restricted stock unit.
- [F3]These options were previously reported on January 12, 2006, as covering a total of 500 shares at an exercise price of $18.39 per share, but were adjusted to reflect the two-for-one stock split that occurred on June 8, 2007 and the subsequent reorganization of the Company that occurred on August 15, 2008, which had the same effect as an additional two-for-one stock split.
- [F4]Pursuant to the Merger Agreement, upon the completion of the Merger, each outstanding stock option became fully vested and automatically cancelled and converted into the right to receive the excess of $6.85 over the exercise price per share of Company common stock for each share of Company common stock issuable upon exercise of such stock option.
Documents
Issuer
PMFG, Inc.
CIK 0001422862
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001422862
Filing Metadata
- Form type
- 4
- Filed
- Sep 2, 8:00 PM ET
- Accepted
- Sep 3, 5:26 PM ET
- Size
- 17.8 KB