4//SEC Filing
LANXESS Solutions US Inc. 4
Accession 0000899243-17-010797
CIK 0001091862operating
Filed
Apr 23, 8:00 PM ET
Accepted
Apr 24, 9:20 AM ET
Size
20.2 KB
Accession
0000899243-17-010797
Insider Transaction Report
Form 4
FORSYTH STEPHEN C
EVP and CFO
Transactions
- Disposition to Issuer
Common Stock
2017-04-21$33.50/sh−25,923$868,421→ 0 total - Disposition to Issuer
Employee Stock Option (right to purchase)
2017-04-21$18.00/sh−45,805$824,490→ 0 totalExercise: $15.50Exp: 2020-11-10→ Common Stock (45,805 underlying) - Disposition to Issuer
Performance Shares
2017-04-21−40,380→ 0 total→ Common Stock (40,380 underlying) - Disposition to Issuer
Common Stock
2017-04-21$33.50/sh−197,855$6,628,143→ 25,923 total - Disposition to Issuer
Employee Stock Option (right to purchase)
2017-04-21$17.47/sh−139,060$2,429,378→ 0 totalExercise: $16.03Exp: 2021-03-10→ Common Stock (139,060 underlying) - Disposition to Issuer
Employee Stock Option (right to purchase)
2017-04-21$13.00/sh−27,480$357,240→ 0 totalExercise: $20.50Exp: 2023-03-01→ Common Stock (27,480 underlying) - Disposition to Issuer
Employee Stock Option (right to purchase)
2017-04-21$18.12/sh−39,457$714,961→ 0 totalExercise: $15.38Exp: 2022-03-01→ Common Stock (39,457 underlying)
Footnotes (4)
- [F1]On September 25, 2016, Chemtura Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lanxess Deutschland GmbH ("Lanxess") and LANXESS Solutions US Inc. (f/k/a LANXESS Additives Inc.) ("Merger Subsidiary"), pursuant to which Merger Subsidiary will merge (the "Merger") with and into the Company, whereupon the existence of Merger Subsidiary will cease and the Company will become the surviving corporation and a wholly-owned subsidiary of Lanxess. The Merger became effective on April 21, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Company's common stock, par value $0.01, outstanding immediately prior to the Effective Time was converted into the right to receive $33.50 in cash, without interest (the "Merger Consideration").
- [F2]Represents unvested restricted stock units ("RSUs") that were automatically cancelled in connection with the Merger and converted to a deferred cash award in an amount equal to the product of the Merger Consideration and the number of shares represented by such RSUs (the "Deferred Cash Award"). The Deferred Cash Award continues to be subject to the same terms and conditions of the RSUs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the RSUs prior to the Effective Time.
- [F3]Pursuant to the terms of the Merger Agreement, each option to purchase Common Stock that was outstanding prior to the Effective Time was cancelled and converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock underlying such option and (B) the excess, if any, of the Merger Consideration over the applicable exercise price of such option.
- [F4]Represents performance share awards relating to Common Stock ("PSAs") that were automatically converted in connection with the Merger to an amount equal to the product of the Merger Consideration and the number of shares represented by such PSAs, which number is based on the target performance level (the "PS Consideration"); provided, however, that in the case of PSAs for which the applicable performance period had not ended as of the Effective Time, such PSAs were converted to a deferred cash award equal to the PS Consideration and continue to be subject to the same terms and conditions of the PSAs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the PSAs prior to the Effective Time.
Documents
Issuer
LANXESS Solutions US Inc.
CIK 0001091862
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001091862
Filing Metadata
- Form type
- 4
- Filed
- Apr 23, 8:00 PM ET
- Accepted
- Apr 24, 9:20 AM ET
- Size
- 20.2 KB