4//SEC Filing
Lee Jeffrey S. 4
Accession 0001104659-22-082908
CIK 0000883902other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 9:33 PM ET
Size
17.9 KB
Accession
0001104659-22-082908
Insider Transaction Report
Form 4
Lee Jeffrey S.
EVP, CFO
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value
2022-07-25$24.65/sh−825$20,336→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Option (Right to Buy)
2022-07-25$19.82/sh−294,118$5,829,419→ 0 totalExercise: $4.83Exp: 2029-06-17→ Common Stock, $0.01 par value (294,118 underlying) - Disposition to Issuer
Option (Right to Buy)
2022-07-25$10.87/sh−88,811$965,376→ 0 totalExercise: $13.78Exp: 2031-03-15→ Common Stock, $0.01 par value (88,811 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2022-07-25$24.65/sh−355,399$8,760,585→ 0 total - Disposition to Issuer
Option (Right to Buy)
2022-07-25$20.13/sh−141,509$2,848,576→ 0 totalExercise: $4.52Exp: 2030-03-16→ Common Stock, $0.01 par value (141,509 underlying)
Footnotes (8)
- [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, (i) 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 and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation 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, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise).
- [F4]The stock option provided for vesting in five equal annual installments beginning on November 16, 2019.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, (i) 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 and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation 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, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise).
- [F6]The stock option provided for vesting in three equal annual installments beginning on March 16, 2021.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, (i) 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 and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation 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, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise).
- [F8]The stock option provided for vesting in three equal annual installments beginning on March 15, 2022.
Documents
Issuer
Cornerstone Building Brands, Inc.
CIK 0000883902
Entity typeother
Related Parties
1- filerCIK 0001778879
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 9:33 PM ET
- Size
- 17.9 KB