4//SEC Filing
Moreau Jay 4
Accession 0000950170-24-089449
CIK 0001524741other
Filed
Jul 31, 8:00 PM ET
Accepted
Aug 1, 5:21 PM ET
Size
8.7 KB
Accession
0000950170-24-089449
Insider Transaction Report
Form 4
Moreau Jay
EVP & Chief Operating Officer
Transactions
- Disposition to Issuer
Common Stock
2024-07-31$15.50/sh−110,040$1,705,620→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-07-31$15.50/sh−94,520$1,465,060→ 0 total
Footnotes (4)
- [F1]In accordance with the Agreement and Plan of Merger, dated as of April 26, 2024 (the "Merger Agreement") by and among U.S. Silica Holdings, Inc. (the "Issuer"), Star Holding LLC and Star Merger Co., at the effective time (the "Effective Time") of the merger contemplated thereby (the Merger"), 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 of the Issuer's common stock, par value $0.01 per share (the "Shares") subject to such RSU immediately prior to the Effective Time multiplied by (y) $15.50 per share in cash (the "Merger Consideration") less (z)
- [F2](Continued from footnote 1) 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. 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)
- [F4](Continued from footnote 3) 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.
Documents
Issuer
U.S. SILICA HOLDINGS, INC.
CIK 0001524741
Entity typeother
Related Parties
1- filerCIK 0001989840
Filing Metadata
- Form type
- 4
- Filed
- Jul 31, 8:00 PM ET
- Accepted
- Aug 1, 5:21 PM ET
- Size
- 8.7 KB