4//SEC Filing
Benz Noah Samuel 4
Accession 0001104659-22-084232
CIK 0001296435other
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 4:10 PM ET
Size
16.1 KB
Accession
0001104659-22-084232
Insider Transaction Report
Form 4
Benz Noah Samuel
SVP, General Counsel & Sec
Transactions
- Disposition to Issuer
Common Stock
2022-07-06−1,628→ 0 total - Disposition to Issuer
Stock Appreciation Rights
2022-07-06−1,812→ 0 totalExp: 2027-01-29→ Common Stock (1,812 underlying) - Disposition to Issuer
Performance Share Units
2022-07-06−11,075→ 0 total→ Common Stock (11,075 underlying) - Disposition to Issuer
Common Stock
2022-07-06−3,748→ 0 total - Disposition to Issuer
Stock Appreciation Rights
2022-07-06−1,796→ 0 totalExp: 2028-01-30→ Common Stock (1,796 underlying)
Footnotes (8)
- [F1]These shares of common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of March 28, 2022 (the "Merger Agreement") by and among Neenah, Inc. ("Neenah"), Samurai Warrior Merger Sub, Inc. and Mativ Holdings, Inc. (f/k/a Schweitzer-Mauduit International, Inc., "Mativ") in exchange for shares of Mativ common stock, at a rate of 1.358 shares of Mativ common stock for each share of Neenah common stock. The closing price of Mativ common stock on the New York Stock Exchange on July 6, 2022, the effective date of the merger (the "Effective Date"), was $22.41.
- [F2]These shares were subject to Neenah restricted stock units, which, pursuant to the Merger Agreement on the Effective Date, automatically converted into Mativ restricted stock units in respect of that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to the Neenah restricted stock unit award immediately prior to the Effective Time and 1.358. Each such Mativ restricted stock unit award is subject to the same terms and conditions as applied to the corresponding Neenah restricted stock unit award immediately prior to the Effective Time.
- [F3]Pursuant to the Merger Agreement, on the Effective Date, these Neenah performance share units automatically converted into Mativ restricted stock unit awards with respect to that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such Neenah performance share units immediately prior to the Effective Time and 1.358 and are convertible into shares of Mativ common stock on a one-for-one basis on the applicable vesting dates.
- [F4]Each such Mativ restricted stock unit award is scheduled to cliff vest, subject to continued service, on the last day of the originally scheduled performance period, but subject to earlier payment and vesting in accordance with the applicable Neenah performance share award agreement. Otherwise, each such Mativ restricted stock unit award is subject to the same terms and conditions as applied to the corresponding Neenah performance share award immediately prior to the Effective Time.
- [F5]The performance share units do not have an expiration date.
- [F6]Pursuant to the Merger Agreement, on the Effective Date, these Neenah stock appreciation rights automatically converted into Mativ stock appreciation rights with respect to that numbers of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such stock appreciation rights immediately prior to the Effective Time and 1.358; provided, however, that the exercise price and the number of shares of Mativ common stock will be determined in a manner consistent with the requirements of Section 409A of the Code.
- [F7]Pursuant to the Merger Agreement, on the Effective Date, these Neenah stock appreciation rights automatically converted into Mativ stock appreciation rights with respect to that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such Neenah stock appreciation rights immediately prior to the Effective Time and 1.358.
- [F8]The Stock Appreciation Rights are fully vested.
Documents
Issuer
Neenah Inc
CIK 0001296435
Entity typeother
Related Parties
1- filerCIK 0001748155
Filing Metadata
- Form type
- 4
- Filed
- Jul 28, 8:00 PM ET
- Accepted
- Jul 29, 4:10 PM ET
- Size
- 16.1 KB