4//SEC Filing
ICO INC 4
Accession 0001140361-10-019677
CIK 0000353567operating
Filed
May 6, 8:00 PM ET
Accepted
May 7, 1:45 PM ET
Size
25.1 KB
Accession
0001140361-10-019677
Insider Transaction Report
Form 4
ICO INCICOC
KNAPP A JOHN JR
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock (401(k))
2010-04-30−4,609→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2010-04-30−10,000→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2010-04-30−278,655→ 0 total(indirect: Andover Group, Inc.) - Disposition to Issuer
Common Stock
2010-04-30−39,500→ 0 total(indirect: Andover Real Estate Services, Inc.) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2010-04-30−80,000→ 0 totalExercise: $2.40Exp: 2012-11-18→ Common Stock (80,000 underlying) - Disposition to Issuer
Common Stock
2010-04-30−321,015→ 0 total - Disposition to Issuer
Common Stock (SEP-IRA)
2010-04-30−513,643→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
2010-04-30−50,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Non-employee Director Stock Option (Right to Buy)
2010-04-30−5,000→ 0 totalExercise: $3.41Exp: 2015-03-18→ Common Stock (5,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2010-04-30−120,000→ 0 totalExercise: $2.89Exp: 2012-10-03→ Common Stock (120,000 underlying)
Footnotes (10)
- [F1]Disposed of in connection with the merger of ICO, Inc. ('ICO') with and into ICO-Schulman, LLC (f/k/a Wildcat Spider, LLC), a wholly-owned subsidiary of A. Schulman, Inc. ('A. Schulman'), which became effective on April 30, 2010 (the 'Effective Date') (the 'Merger'). In accordance with the terms of the Agreement and Plan of Merger, dated December 2, 2009, by and among A. Schulman, ICO and Wildcat-Spider, LLC (the 'Merger Agreement'), each share of ICO common stock held by the reporting person converted into the right to receive approximately (i) $3.64 in cash and (ii) 0.181816 shares of A. Schulman common stock (the 'Merger Consideration'). The closing sale price of A. Schulman common stock on the NASDAQ Global Market on the Effective Date was $26.01. Accordingly, the value of the Merger Consideration for each share of ICO common stock was approximately $8.37 ($3.64 + $4.73 = $8.37).
- [F10]In accordance with the terms of the Merger Agreement, this option, which provided vesting in twelve equal annual installments beginning on October 31, 2005, was cancelled in exchange for a cash payment of $636,000.00.
- [F2]Includes 77,539 shares representing former shares of restricted stock that vested immediately prior to the effective time of the Merger and converted into the right to receive the Merger Consideration.
- [F3]Represents an estimate of the reporting person's interests in equivalent shares held in the unitized stock fund in ICO's 401(k) savings plan ('401(k) Plan'). In accordance with the terms of the Merger Agreement, each share of ICO common stock held in the unitized stock fund in the ICO 401(k) Plan converted into the right to receive the Merger Consideration.
- [F4]The reporting person is the President and majority owner of the Andover Group, Inc., over which the reporting person has voting and investment control.
- [F5]The reporting person is the President and sole owner of the Andover Real Estate Services, Inc., over which the reporting person has voting and investment control.
- [F6]The reporting person is a Trustee of the Knapp Children's Trust. The reporting person disclaims beneficial ownership of any securities held by the Knapp Children's Trust.
- [F7]The reporting person has voting and investment control over Lykes Knapp Family Foundation.
- [F8]In accordance with the terms of the Merger Agreement, this option, which provided vesting on September 2005, was cancelled in exchange for a cash payment of $23,900.00.
- [F9]In accordance with the terms of the Merger Agreement, this option, which provided vesting in three equal annual installments beginning on December 2007, was cancelled in exchange for a cash payment of $463,200.00.
Documents
Issuer
ICO INC
CIK 0000353567
Entity typeoperating
IncorporatedTX
Related Parties
1- filerCIK 0000353567
Filing Metadata
- Form type
- 4
- Filed
- May 6, 8:00 PM ET
- Accepted
- May 7, 1:45 PM ET
- Size
- 25.1 KB