4//SEC Filing
FRETZ DEBORAH M 4
Accession 0001027884-18-000080
CIK 0001027884other
Filed
May 10, 8:00 PM ET
Accepted
May 11, 3:05 PM ET
Size
8.3 KB
Accession
0001027884-18-000080
Insider Transaction Report
Form 4
FRETZ DEBORAH M
Director
Transactions
- Disposition to Issuer
Common Stock
2018-05-10−18,741→ 0 total - Disposition to Issuer
Phantom Stock Unit
2018-05-10−1,343.968→ 0 totalExercise: $0.00→ Common Stock (1,343.968 underlying)
Footnotes (3)
- [F1]Chicago Bridge and Iron Company N.V. (the Company), McDermott International, Inc. (McDermott) and certain other parties entered into the Business Combination Agreement, dated December 18, 2017, as amended on January 24, 2018 (the BCA), pursuant to which the Company and McDermott combined their businesses through a series of transactions completed on May 10, 2018 (the Combination).
- [F2]If shares of Company common stock were disposed of pursuant to the offer (the Exchange Offer) by McDermott Technology, B.V., a wholly owned subsidiary of McDermott, to exchange each share of CB&I common stock that was validly tendered and not properly withdrawn in the Exchange Offer for the right to receive 0.82407 shares of McDermott common stock, then upon the closing of the Combination, each such tendered share was exchanged into the right to receive 0.82407 shares of McDermott common stock.If shares of Company common stock were not validly tendered in the Exchange Offer, shares of Company common stock were disposed of pursuant to a series of transactions involving a merger, share sale and liquidation, as a result of which former Company shareholders who did not validly tender in the Exchange Offer became entitled to receive, in respect of each former share of Company common stock, 0.82407 shares of McDermott common stock.
- [F3]Pursuant to the BCA, all vested shares held by non-employee directors for which settlement has been deferred were cancelled in exchange for the right to receive (a) a number of shares of McDermott common stock equal to the number of deferred shares of Company common stock multiplied by 0.82407, rounded to the nearest whole number of shares plus (b) a cash amount equal to the amount of accrued dividend equivalents.
Documents
Issuer
CHICAGO BRIDGE & IRON CO N V
CIK 0001027884
Entity typeother
Related Parties
1- filerCIK 0001020062
Filing Metadata
- Form type
- 4
- Filed
- May 10, 8:00 PM ET
- Accepted
- May 11, 3:05 PM ET
- Size
- 8.3 KB