4//SEC Filing
Mahoney Paul E 4
Accession 0000950170-25-096129
CIK 0001723089other
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 10:29 AM ET
Size
9.3 KB
Accession
0000950170-25-096129
Insider Transaction Report
Form 4
Mahoney Paul E
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2025-07-16−201,144→ 0 total - Disposition to Issuer
Stock Appreciation Right
2025-07-16−19,475→ 0 totalExercise: $24.65From: 2019-02-11Exp: 2026-02-11→ Common Stock (19,475 underlying)
Footnotes (3)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 2, 2024, by and among the Issuer, Schlumberger Limited ("SLB"), Sodium Holdco, Inc. and Sodium Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of SLB (the "Merger").
- [F2]Pursuant to the Merger Agreement, among other things, (i) each outstanding share of common stock of the Issuer ("Common Stock") prior to the effective time of the Merger (the "Effective Time") was cancelled and converted into the right to receive 0.735 shares of SLB common stock ("SLB Common Stock" and such ratio, the "Exchange Ratio") and if applicable, cash in lieu of fractional shares and (ii) each outstanding restricted stock unit of the Issuer (a "RSU") was assumed and converted into a restricted stock unit award to acquire shares of SLB Common Stock, on the same terms and conditions that applied to each RSU immediately prior to the Effective Time (an "SLB RSU Award") except that, as of the Effective Time, the number of shares of SLB Common Stock subject to an SLB RSU Award is equal to the product of (A) the number of shares of Common Stock underlying the RSU multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share.
- [F3]Pursuant to Merger Agreement, each stock appreciation right of the Issuer (each, a "SAR") that was outstanding immediately prior to the Effective Time was terminated and cancelled in exchange for an amount in cash equal to the product of (i) the number of shares of Common Stock underlying such SAR multiplied by (ii) the excess, if any, of the closing price over the exercise or reference price of such SAR. The closing price was the volume-weighted average closing sale price of a share of Common Stock as reported on Nasdaq for the 15 consecutive full trading days ending at the close of trading on the full trading day immediately preceding the closing date of the Merger.
Documents
Issuer
ChampionX Corp
CIK 0001723089
Entity typeother
Related Parties
1- filerCIK 0001737892
Filing Metadata
- Form type
- 4
- Filed
- Jul 15, 8:00 PM ET
- Accepted
- Jul 16, 10:29 AM ET
- Size
- 9.3 KB