4//SEC Filing
HOLLAND JOHN J 4
Accession 0001104659-22-082907
CIK 0000883902other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 9:31 PM ET
Size
16.7 KB
Accession
0001104659-22-082907
Insider Transaction Report
Form 4
HOLLAND JOHN J
Director
Transactions
- Disposition to Issuer
Option (Right to Buy)
2022-07-25$6.86/sh−3,372$23,132→ 0 totalExercise: $17.79Exp: 2023-12-15→ Common Stock, $0.01 par value (3,372 underlying) - Disposition to Issuer
Option (Right to Buy)
2022-07-25$8.95/sh−5,212$46,647→ 0 totalExercise: $15.70From: 2017-12-15Exp: 2026-12-15→ Common Stock, $0.01 par value (5,212 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2022-07-25$24.65/sh−78,392$1,932,363→ 0 total - Disposition to Issuer
Option (Right to Buy)
2022-07-25$7.58/sh−3,514$26,636→ 0 totalExercise: $17.07Exp: 2024-12-15→ Common Stock, $0.01 par value (3,514 underlying) - Disposition to Issuer
Option (Right to Buy)
2022-07-25$11.89/sh−14,267$169,635→ 0 totalExercise: $12.76From: 2016-12-15Exp: 2025-12-15→ Common Stock, $0.01 par value (14,267 underlying)
Footnotes (6)
- [F1]Disposed of in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 5, 2022 (the "Merger Agreement"), by and among the Issuer, Camelot Return Intermediate Holdings, LLC ("Parent") and Camelot Return Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of Parent (the "Surviving Corporation").
- [F2]At the effective time of the Merger (the "Effective Time"), in accordance with the Merger Agreement, each share of Issuer common stock, par value $0.01 per share (a "Share") outstanding immediately prior to the Effective Time of the Merger (other than certain excluded shares), was converted into the right to receive cash in an amount equal to $24.65 in cash per Share (the "Merger Consideration"), without interest and subject to any required withholding taxes. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any Shares.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option. The stock option vested in four equal annual installments beginning on December 15, 2014.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option. The stock option vested in four equal annual installments beginning on December 15, 2015.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option. The stock option vested in full on December 15, 2016.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option. The stock option vested in full on December 15, 2017.
Documents
Issuer
Cornerstone Building Brands, Inc.
CIK 0000883902
Entity typeother
Related Parties
1- filerCIK 0001200118
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 9:31 PM ET
- Size
- 16.7 KB