4//SEC Filing
Burke Kenneth Michael 4
Accession 0001104659-19-012429
CIK 0001604416other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 4:02 PM ET
Size
8.1 KB
Accession
0001104659-19-012429
Insider Transaction Report
Form 4
Burke Kenneth Michael
Director
Transactions
- Disposition to Issuer
Common Stock
2019-02-28−22,757→ 1,791,182 total - Disposition to Issuer
Common Stock
2019-02-28−1,791,182→ 0 total
Footnotes (3)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), by and among Nexeo Solutions, Inc. (the "Issuer"), Univar Inc. ("Univar"), Pilates Merger Sub I Corp and Pilates Merger Sub II LLC, each share of Issuer common stock ("Common Stock") issued and outstanding immediately prior to the Initial Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into (A) 0.305 shares of common stock of Univar, par value $0.01 per share (the "Exchange Ratio") and (B) the right to receive $3.02 in cash, without interest (the "Merger Consideration").
- [F2]10,753 of these securities represent shares of Common Stock underlying Issuer restricted shares awards ("RSA") subject to time-based vesting. Pursuant to the Merger Agreement, on February 28, 2019, unvested RSAs outstanding immediately prior to the Initial Effective Time were terminated and canceled immediately prior to the Initial Effective Time and converted into the right to receive the Merger Consideration.
- [F3]On June 9, 2016, Nexeo Holdco, LLC, a Delaware limited liability company (the "Management Company"), received 1,791,182 shares of Common Stock (the "Founder Shares") as consideration in connection with the business combination of WL Ross Holding Corp. and Nexeo Solutions Holdings, LLC. The Reporting Person holds a direct membership interest in the Management Company. The Reporting Person disclaims beneficial ownership of all securities reported except to the extent of such Reporting Person's pecuniary interest therein. Pursuant to the Merger Agreement, at the Initial Effective Time, each Founder Share ceased to exist and was converted into the right to receive the Merger Consideration.
Documents
Issuer
Nexeo Solutions, Inc.
CIK 0001604416
Entity typeother
Related Parties
1- filerCIK 0001318462
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 4:02 PM ET
- Size
- 8.1 KB