4//SEC Filing
Losak Joseph C. II 4
Accession 0001140361-23-048745
CIK 0001091883other
Filed
Oct 17, 8:00 PM ET
Accepted
Oct 18, 5:20 PM ET
Size
9.9 KB
Accession
0001140361-23-048745
Insider Transaction Report
Form 4
Losak Joseph C. II
VP Finance, Controller, PAO
Transactions
- Disposition to Issuer
Restricted Stock Unit (MSP)
2023-10-18−266→ 0 totalExercise: $0.00From: 2026-03-17Exp: 2033-03-17→ Common Stock (266 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-10-18−2,160→ 0 totalExercise: $0.00From: 2024-03-17Exp: 2033-03-17→ Common Stock (2,160 underlying)
Footnotes (4)
- [F1]The Restricted Stock Units ("RSUs") grant was issued pursuant to a provision of the CIRCOR Management Stock Purchase Plan ("MSPP") whereby certain executives may make an advance election to receive RSUs in lieu of a specified percentage or dollar amount of that executives' annual incentive cash bonus under the bonus plan applicable to the executive. The RSUs were issued in whole units at a 33% discount from fair market value of CIRCOR's common stock on the date the underlying bonus is determined and generally vest 3 years from the date of the grant, at which time the RSUs convert into shares of common stock on a (continued in Footnote 2)
- [F2]one-for-one basis unless the executive previously elected a longer deferral period. Pursuant to the Agreement and Plan of Merger dated June 5, 2023 (as amended on June 26, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on June 29, 2023 by Amendment No. 2 to Agreement and Plan of Merger, the "Merger Agreement"), by and among CIROCR International, Inc. ("CIRCOR"), Cube BidCo, Inc., a Delaware corporation ("Parent"), and Cube Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which Cube Merger Sub, Inc. merged with and into CIRCOR, with CIRCOR remaining as the surviving corporation (the "Surviving Corporation"), (Continued in Footnote 3)
- [F3]at the effective time of the Merger (the "Effective Time"), each unvested RSU was canceled and converted into a grant of restricted stock units in the Surviving Corporation (a "Replacement RSU"), which Replacement RSU will vest no later than the nine-month anniversary of the Effective Date assuming continued employment as of such date. Such Replacement RSUs will be settled only in cash.
- [F4]The RSUs entitled the Reporting Person to receive shares of CIRCOR common stock in equal installments of one-third of the original RSU grant on each of the first three anniversaries of the grant date. The RSUs automatically convert into shares of common stock on a one-for-one basis at no conversion cost to the Reporting Person. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of Replacement RSUs, which Replacement RSU will vest at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms. Such Replacement RSUs will be settled only in cash.
Documents
Issuer
CIRCOR INTERNATIONAL INC
CIK 0001091883
Entity typeother
Related Parties
1- filerCIK 0001963369
Filing Metadata
- Form type
- 4
- Filed
- Oct 17, 8:00 PM ET
- Accepted
- Oct 18, 5:20 PM ET
- Size
- 9.9 KB