4//SEC Filing
Santangelo Mark 4
Accession 0000899243-20-003572
CIK 0001364099other
Filed
Feb 6, 7:00 PM ET
Accepted
Feb 7, 10:06 AM ET
Size
19.5 KB
Accession
0000899243-20-003572
Insider Transaction Report
Form 4
Santangelo Mark
Sr VP, Mfg, Eng & EH&S
Transactions
- Disposition to Issuer
Common Stock, par value $0.001 per share
2020-02-07−7,455→ 0 total - Disposition to Issuer
Performance Shares
2020-02-07−407→ 0 total→ Common Stock (407 underlying) - Disposition to Issuer
Performance Shares
2020-02-07−1,247→ 0 total→ Common Stock (1,247 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−1,973→ 0 totalExercise: $48.42Exp: 2027-05-01→ Common Stock (1,973 underlying) - Disposition to Issuer
Performance Shares
2020-02-07−2,724→ 0 total→ Common Stock (2,724 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−6,851→ 0 totalExercise: $39.28Exp: 2028-04-02→ Common Stock (6,851 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−19,715→ 0 totalExercise: $31.03Exp: 2029-04-01→ Common Stock (19,715 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger among the Issuer, Iris Parent LLC ("Parent") and Iris Merger Sub 2019, Inc. dated as of October 20, 2019, the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time") on February 7, 2020. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), (including each restricted share) was automatically converted into the right to receive $32.00 in cash, without interest.
- [F2]Each performance share represented the right to receive shares of Common Stock, subject to the achievement of certain performance measures. Pursuant to the Merger Agreement, as of the Effective Time, each performance share outstanding and unvested immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the target number of shares of Common Stock subject to such performance share multiplied by (ii) $32.00, plus the amount of any accrued but unpaid dividend equivalents associated with such performance share, less any applicable tax withholding.
- [F3]Pursuant to the Merger Agreement, each stock option outstanding and unexercised immediately prior to the Effective Time immediately vested (if unvested) and was converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such stock option multiplied by (ii) the excess of (x) $32.00 over (y) the exercise price payable in respect of each share of Common Stock subject to such stock option, less any applicable tax withholding; provided, however, that stock options with an exercise price equal to or greater than $32.00 were cancelled without the right to receive any cash payment in consideration thereof.
Documents
Issuer
Innophos Holdings, Inc.
CIK 0001364099
Entity typeother
Related Parties
1- filerCIK 0001666160
Filing Metadata
- Form type
- 4
- Filed
- Feb 6, 7:00 PM ET
- Accepted
- Feb 7, 10:06 AM ET
- Size
- 19.5 KB