4//SEC Filing
BROWN DOUGLAS R 4
Accession 0001104659-20-040402
CIK 0001422841other
Filed
Mar 29, 8:00 PM ET
Accepted
Mar 30, 4:33 PM ET
Size
12.6 KB
Accession
0001104659-20-040402
Insider Transaction Report
Form 4
BROWN DOUGLAS R
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Ordinary Shares
2020-03-30$27.10/sh−1,562,636$42,347,436→ 0 total - Disposition to Issuer
Share Options
2020-03-30−660,496→ 0 totalExercise: $18.00→ Ordinary Shares (660,496 underlying) - Disposition to Issuer
Ordinary Shares
2020-03-30$27.10/sh−148,449$4,022,968→ 0 total(indirect: By Spouse) - Disposition to Issuer
Restricted Share Units
2020-03-30−62,127→ 0 totalExercise: $0.00→ Ordinary Shares (62,127 underlying)
Footnotes (4)
- [F1]Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 23, 2019, among Culligan International Company, a Delaware corporation ("Parent"), Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each ordinary share outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $27.10 in cash, without interest.
- [F2]The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
- [F3]Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share option outstanding, whether vested or unvested, automatically and without any required action on the part of the Reporting Person, was cancelled in exchange for the right to receive an amount in cash (without interest and subject to deduction for any applicable tax withholdings) equal to the excess, if any, of $27.10 over the per share exercise price of such share option.
- [F4]Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on March 30, 2020, with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each unvested restricted share unit outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested and was cancelled in exchange for a right to receive a cash payment in an amount equal to $27.10, without interest, for each ordinary share underlying the restricted share unit, less any required withholding taxes.
Documents
Issuer
AquaVenture Holdings Ltd
CIK 0001422841
Entity typeother
Related Parties
1- filerCIK 0001162738
Filing Metadata
- Form type
- 4
- Filed
- Mar 29, 8:00 PM ET
- Accepted
- Mar 30, 4:33 PM ET
- Size
- 12.6 KB