4//SEC Filing
MORRIS DAVID F 4
Accession 0000947871-21-000609
CIK 0000353020other
Filed
May 18, 8:00 PM ET
Accepted
May 19, 6:21 PM ET
Size
15.1 KB
Accession
0000947871-21-000609
Insider Transaction Report
Form 4
Aegion CorpAEGN
MORRIS DAVID F
Sr. VP, General Counsel & CAO
Transactions
- Disposition to Issuer
Common Stock
2021-05-17−2,950→ 0 total(indirect: By Spouse) - Award
Common Stock
2021-05-17+82,728→ 348,191 total - Disposition to Issuer
Common Stock
2021-05-17−3,500→ 0 total(indirect: Individual Retirement Account) - Disposition to Issuer
Common Stock
2021-05-17−22,835→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2021-05-17−348,191→ 0 total - Gift
Common Stock
2021-05-13−3,300→ 22,835 total(indirect: By Spouse)
Footnotes (4)
- [F1]Represents shares of Common Stock (each, a "Share"), par value $0.01 per share, of Aegion Corporation (the "Company") that are subject to performance units ("PUs"). On May 17, 2021, Carter Acquisition, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of Carter Intermediate, Inc., a Delaware corporation ("Parent"), merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"), pursuant to the previously announced Agreement and Plan of Merger, dated February 16, 2021 and amended on March 13, 2021 and April 13, 2021 (the "Merger Agreement") among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement, each PU outstanding immediately prior to the consummation of the Merger became fully vested based on the greater of target and actual performance (as applicable).
- [F2]At the effective time of the Merger: (a) each outstanding Share was cancelled and thereafter entitled the Reporting Person to receive $30 in cash without interest and less any applicable tax withholdings (the "Merger Consideration") and (b) each restricted stock unit, PU, and deferred stock unit (each a "Stock Unit") outstanding immediately prior to the consummation of the Merger became fully vested (to the extent unvested) and was canceled and converted into the right to receive, for each Share subject to such then-vested Stock Unit, the Merger Consideration.
- [F3]Gift to Schwab Charitable Fund on May 13, 2021.
- [F4]The reporting person acquired beneficial ownership of these shares upon his marriage to the owner of the shares. The reporting person disclaims that he is the beneficial owner of these shares.
Documents
Issuer
Aegion Corp
CIK 0000353020
Entity typeother
Related Parties
1- filerCIK 0001255529
Filing Metadata
- Form type
- 4
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 6:21 PM ET
- Size
- 15.1 KB