4//SEC Filing
Carusona Zach 4
Accession 0000950170-24-089426
CIK 0001524741other
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 5:12 PM ET
Size
15.2 KB
Accession
0000950170-24-089426
Insider Transaction Report
Form 4
Carusona Zach
President Specialty Minerals
Transactions
- Disposition to Issuer
Common Stock
2024-07-31$15.50/sh−85,346$1,322,863→ 75,583 total - Disposition to Issuer
Common Stock
2024-07-31$15.50/sh−75,583$1,171,537→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-07-31$15.50/sh−172,908$2,680,074→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2024-07-31$15.50/sh−356$5,518→ 0 totalExercise: $30.85Exp: 2025-06-01→ Common Stock (356 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-07-31$15.50/sh−388$6,014→ 0 totalExercise: $32.41Exp: 2025-03-02→ Common Stock (388 underlying)
Footnotes (5)
- [F1]Represents shares of U.S. Silica Holdings, Inc. (the "Issuer") common stock, par value $0.01 per share (the "Shares"), disposed of in connection with the Agreement and Plan of Merger, dated as of April 26, 2024 (the "Merger Agreement"), by and among the Issuer, Star Holding LLC and Star Merger Co. In accordance with the Merger Agreement, at the effective time (the "Effective Time") of the merger contemplated thereby (the "Merger"), each Share held by the reporting person was converted into the right to receive $15.50 per share in cash (the "Merger Consideration"), without interest and subject to any required withholding taxes.
- [F2]In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award (excluding any PSU) issued pursuant to the U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as amended and restated from time to time (the "Company Equity Plan") (each an "RSU"), that was outstanding as of immediately prior to the Effective Time vested in full and was cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares subject to such RSU immediately prior to the Effective Time multiplied by (y) the Merger Consideration less (z) any applicable taxes required to be withheld with respect to such payment.
- [F3]In accordance with the Merger Agreement, at the Effective Time, each performance share unit award issued pursuant to the Company Equity Plan (each, a "PSU") that was outstanding as of immediately prior to the Effective Time vested in full and was cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares subject to such PSU multiplied by (y) the Merger Consideration, less (z) any applicable taxes required to be withheld with respect to such payment.
- [F4](Continued from footnote 3) Each PSU became fully vested with respect to a number of shares equal to: (x) for each such award granted in 2022, 133% and 134% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively, (y) for each such award granted in 2023, 138% and 101% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively and (z) for each such award granted in 2024, 200% and 100% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively.
- [F5]In accordance with the Merger Agreement, at the Effective Time, each outstanding option to purchase the Shares issued pursuant to the Company Equity Plan (each, a "Company Option") that was outstanding and unexercised immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option, multiplied by (y) the number of Shares covered by such Company Option immediately prior to the Effective Time, less (z) any applicable taxes required to be withheld with respect to such payment.
Documents
Issuer
U.S. SILICA HOLDINGS, INC.
CIK 0001524741
Entity typeother
Related Parties
1- filerCIK 0001776798
Filing Metadata
- Form type
- 4
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 5:12 PM ET
- Size
- 15.2 KB