RUPERT TIMOTHY G 4
4 · CALGON CARBON Corp · Filed Mar 13, 2018
Insider Transaction Report
Form 4
RUPERT TIMOTHY G
Director
Transactions
- Disposition to Issuer
Phantom Stock Units
2018-03-09$21.50/sh−4,054.62$87,174→ 0 totalExercise: $0.00From: 2018-03-09Exp: 2018-03-09→ Common Stock (4,054.62 underlying) - Disposition to Issuer
Common Stock
2018-03-09$21.50/sh−74,885$1,610,028→ 0 total
Footnotes (2)
- [F1]On September 21, 2017, Calgon Carbon Corporation (the "Company"), Kuraray Co., Ltd., a company organized under the laws of Japan ("Kuraray"), Kuraray Holdings U.S.A., Inc., a Delaware corporation ("Parent") and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement"), pursuant to which, on March 9, 2018, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray. On March 9, 2018, each issued and outstanding share of Company common stock was automatically converted into the right to receive cash in an amount equal to $21.50, without interest (the "merger consideration").
- [F2]Pursuant to the merger agreement, on March 9, 2018, each outstanding and unexercised Company phantom stock unit (each, a "phantom stock unit") award terminated and was converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Company common stock subject to such phantom stock unit award, including any dividends credited with respect thereto, and (2) the merger consideration.