4//SEC Filing
SPIZZO ALLEN A 4
Accession 0000899243-22-015306
CIK 0000035214other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 5:03 PM ET
Size
8.6 KB
Accession
0000899243-22-015306
Insider Transaction Report
Form 4
FERRO CORPFOE
SPIZZO ALLEN A
Director
Transactions
- Disposition to Issuer
Common Stock
2022-04-21$22.00/sh−5,000$110,000→ 0 total - Disposition to Issuer
Deferred Stock Units
2022-04-21$22.00/sh−38,300$842,600→ 0 total→ Common Stock (38,300 underlying)
Footnotes (3)
- [F1]On April 21, 2022, PMHC II Inc. ("Prince"), an affiliate of Prince International Corporation acquired Ferro Corporation (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of May 11, 2021 (the "Merger Agreement"), by and among the Issuer, Prince and PMHC Fortune Merger Sub, Inc., a wholly owned subsidiary of Prince ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a direct or indirect, wholly owned subsidiary of Prince. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, par value $1.00 per share, (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $22.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding tax.
- [F2]Each deferred stock unit ("DSU") represents a contingent right to receive one share of the Issuer's Common Stock. Pursuant to the Merger Agreement, each outstanding DSU was cancelled and entitled the holder to receive an amount of cash, without interest, equal to the number of shares of Common Stock subject to such DSU immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
- [F3]The DSUs vest immediately upon grant; however, the DSUs were originally scheduled to be converted into shares of Common Stock only upon the holder ceasing to serve as a director of the Issuer.
Documents
Issuer
FERRO CORP
CIK 0000035214
Entity typeother
Related Parties
1- filerCIK 0001236558
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 5:03 PM ET
- Size
- 8.6 KB