Whalen Chad 4
4 · CALGON CARBON Corp · Filed Mar 13, 2018
Insider Transaction Report
Form 4
Whalen Chad
SVP, General Counsel & Sec.
Transactions
- Disposition to Issuer
Common Stock
2018-03-09$21.50/sh−12,175$261,763→ 0 total - Disposition to Issuer
Employee Stock Option (Right-to-Buy)
2018-03-09$21.50/sh−15,093$324,500→ 0 totalExercise: $14.37From: 2018-03-02Exp: 2024-03-02→ Common Stock (15,093 underlying) - Disposition to Issuer
Employee Stock Option (Right-to-Buy)
2018-03-09$21.50/sh−15,675$337,013→ 0 totalExercise: $14.06From: 2017-02-25Exp: 2023-02-25→ Common Stock (15,675 underlying)
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 option to purchase shares of Company common stock (each, an "option"), whether vested or unvested, 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 previously subject to such option and (2) the excess, if any, of the merger consideration over the exercise price per share set forth in such option.