4//SEC Filing
Wenzell Jessica Wiley 4
Accession 0001140361-23-048751
CIK 0001091883other
Filed
Oct 17, 8:00 PM ET
Accepted
Oct 18, 5:20 PM ET
Size
24.5 KB
Accession
0001140361-23-048751
Insider Transaction Report
Form 4
Wenzell Jessica Wiley
SVP General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Unit
2023-10-18−7,740→ 0 totalExercise: $0.00From: 2024-03-17Exp: 2033-03-17→ Common Stock (7,740 underlying) - Award
Common Stock
2023-10-18+11,362→ 21,530 total - Disposition to Issuer
Common Stock
2023-10-18−24,807→ 0 total - Disposition to Issuer
Restricted Stock Unit
2023-10-18−6,954→ 0 totalExercise: $0.00From: 2024-03-15Exp: 2032-08-15→ Common Stock (6,954 underlying) - Award
Common Stock
2023-10-18+5,909→ 10,168 total - Award
Common Stock
2023-10-18+3,277→ 24,807 total - Disposition to Issuer
Restricted Stock Unit (MSP)
2023-10-18−1,317→ 0 totalExercise: $0.00From: 2026-03-17Exp: 2033-03-17→ Common Stock (1,317 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-10-18−1,122→ 0 totalExercise: $0.00From: 2024-03-17Exp: 2031-03-17→ Common Stock (1,122 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-10-18−579→ 0 totalExercise: $0.00From: 2023-11-09Exp: 2030-11-09→ Common Stock (579 underlying)
Footnotes (10)
- [F1]Represents vesting of Performance RSUs that were granted to the Reporting Person on March 17, 2021, and vested 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").
- [F10]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.
- [F2]Represents vesting of Performance RSUs that were granted to the Reporting Person on August 15, 2022, and vested pursuant to the Merger Agreement.
- [F3]Represents vesting of Performance RSUs that were granted to the Reporting Person on March 17, 2023, and vested pursuant to the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of CIRCOR ("Company Common Stock"), immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $56.00, without interest (the "Merger Consideration"), and as of the Effective Time, all such shares of Company Common Stock are no longer outstanding and were automatically cancelled and cease to exist.
- [F5]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 (continued in Footnote 6)
- [F6]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 one-for-one basis unless the executive previously elected a longer deferral period. Pursuant to the Merger Agreement, as of 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.
- [F7]The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on November 9, 2020 utilizing a fair market value of a share of CIRCOR's stock of $28.50. The RSU grant vested as to one-third on each of November 9, 2021 and November 9, 2022. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into 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.
- [F8]The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on March 17, 2021 utilizing a fair market value of a share of CIRCOR's stock of $39.82. The RSU grant vested as to one-third on each of March 17, 2022 and March 17, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into 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.
- [F9]The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on August 15, 2022 utilizing a fair market value of a share of CIRCOR's stock of $19.74. The RSU vested as to one-third on August 15, 2023. 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 and be payable 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.
Documents
Issuer
CIRCOR INTERNATIONAL INC
CIK 0001091883
Entity typeother
Related Parties
1- filerCIK 0001824176
Filing Metadata
- Form type
- 4
- Filed
- Oct 17, 8:00 PM ET
- Accepted
- Oct 18, 5:20 PM ET
- Size
- 24.5 KB