4//SEC Filing
Vitemb Jared 4
Accession 0000950103-22-004246
CIK 0001529463other
Filed
Mar 7, 7:00 PM ET
Accepted
Mar 8, 8:19 PM ET
Size
13.4 KB
Accession
0000950103-22-004246
Insider Transaction Report
Form 4
Vitemb Jared
SVP, Gen Cnsl & Chf Compl Ofcr
Transactions
- Disposition to Issuer
Warrant (right to buy)
2022-03-04−569→ 0 totalExercise: $33.04Exp: 2023-11-19→ Class A Common Stock (569 underlying) - Disposition to Issuer
Restricted Stock Units
2022-03-04−3,738→ 0 total→ Class A Common Stock (0 underlying) - Disposition to Issuer
Class A Common Stock
2022-03-04−1,686→ 0 total - Disposition to Issuer
Warrant (right to buy)
2022-03-04−1,422→ 0 totalExercise: $37.14Exp: 2023-11-19→ Class A Common Stock (1,422 underlying)
Footnotes (5)
- [F1]Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of October 21, 2021, among FTS International, Inc. (the "Company"), Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), Effective as of March 4, 2022, as contemplated by the Agreement and Plan of Merger, dated as of October 21, 2021, among the Company, Profrac Holdings, LLC ("Profrac") and Profrac Acquisitions, Inc. ("Merger Sub"), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated March 1, 2022, referred to as the Merger Agreement, pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a majority owned subsidiary of Profrac. At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive $26.52 in cash (the "per-share merger consideration").
- [F2]In addition, all outstanding options and restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes. The Merger is more fully described in the Company's Proxy Statement filed with the SEC on January 24, 2022.
- [F3]These Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the first anniversary of the date of the grant, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration.
- [F4]The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.97 per warrant.
- [F5]The warrants were cancelled upon the closing of the Merger and converted into the right to receive $3.04 per warrant.
Documents
Issuer
FTS International, Inc.
CIK 0001529463
Entity typeother
Related Parties
1- filerCIK 0001884029
Filing Metadata
- Form type
- 4
- Filed
- Mar 7, 7:00 PM ET
- Accepted
- Mar 8, 8:19 PM ET
- Size
- 13.4 KB