4//SEC Filing
Horenstein Joshua 4
Accession 0000899243-20-003573
CIK 0001364099other
Filed
Feb 6, 7:00 PM ET
Accepted
Feb 7, 10:07 AM ET
Size
30.6 KB
Accession
0000899243-20-003573
Insider Transaction Report
Form 4
Horenstein Joshua
Chief Legal Officer & Corp Sec
Transactions
- Disposition to Issuer
Common Stock, par value $0.001 per share
2020-02-07−11,559→ 0 total - Disposition to Issuer
Performance Shares
2020-02-07−972→ 0 total→ Common Stock (972 underlying) - Disposition to Issuer
Performance Shares
2020-02-07−1,866→ 0 total→ Common Stock (1,866 underlying) - Disposition to Issuer
Performance Shares
2020-02-07−2,802→ 0 total→ Common Stock (2,802 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−440→ 0 totalExercise: $50.12Exp: 2022-03-30→ Common Stock (440 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−746→ 0 totalExercise: $54.59Exp: 2023-03-29→ Common Stock (746 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−1,078→ 0 totalExercise: $55.49Exp: 2024-03-27→ Common Stock (1,078 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−1,410→ 0 totalExercise: $49.54Exp: 2025-05-08→ Common Stock (1,410 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−11,906→ 0 totalExercise: $31.11Exp: 2026-04-01→ Common Stock (11,906 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−4,336→ 0 totalExercise: $52.51Exp: 2027-04-03→ Common Stock (4,336 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−10,252→ 0 totalExercise: $39.28Exp: 2028-04-02→ Common Stock (10,252 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-07−20,273→ 0 totalExercise: $31.03Exp: 2029-04-01→ Common Stock (20,273 underlying)
Footnotes (4)
- [F1]Includes two shares incorrectly reported as having been withheld for tax purposes in a transaction dated March 31, 2019 and previously reported on Form 4 filed April 2, 2019.
- [F2]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.
- [F3]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.
- [F4]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 0001670029
Filing Metadata
- Form type
- 4
- Filed
- Feb 6, 7:00 PM ET
- Accepted
- Feb 7, 10:07 AM ET
- Size
- 30.6 KB