4//SEC Filing
Miller Mark Scott 4
Accession 0000899243-19-027903
CIK 0001637913other
Filed
Nov 21, 7:00 PM ET
Accepted
Nov 22, 12:43 PM ET
Size
11.7 KB
Accession
0000899243-19-027903
Insider Transaction Report
Form 4
Miller Mark Scott
Chief Human Resources Officer
Transactions
- Disposition to Issuer
Common Stock
2019-11-21−48,663→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2019-11-21−15,484→ 0 totalExercise: $18.42Exp: 2027-03-01→ Common Stock (15,484 underlying) - Disposition to Issuer
Stock Option (right to buy)
2019-11-21−38,203→ 0 totalExercise: $20.00Exp: 2025-06-24→ Common Stock (38,203 underlying)
Footnotes (5)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, among the Issuer, Hillenbrand, Inc., an Indiana corporation ("Hillenbrand"), and Bengal Delaware Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Hillenbrand, at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Issuer common stock subject to a restricted share award was vested in full and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that was subject to vesting solely based on the satisfaction of time-based vesting criteria ("RSU") was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Issuer common stock subject to such RSU.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that was subject to vesting in whole or in part based on the satisfaction of performance-based vesting criteria ("PSU") was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Issuer common stock subject to such PSU, as though such performance conditions were satisfied at the applicable target level of performance.
- [F5]Disposed of pursuant to the Merger Agreement, pursuant to which each outstanding stock option with a per share exercise price that was equal to or greater than the per share Merger Consideration Value, whether vested or unvested, was cancelled for no consideration.
Documents
Issuer
Milacron Holdings Corp.
CIK 0001637913
Entity typeother
Related Parties
1- filerCIK 0001768260
Filing Metadata
- Form type
- 4
- Filed
- Nov 21, 7:00 PM ET
- Accepted
- Nov 22, 12:43 PM ET
- Size
- 11.7 KB