4//SEC Filing
Kremling Ernest C. II 4
Accession 0001179110-18-012980
CIK 0001028215other
Filed
Nov 15, 7:00 PM ET
Accepted
Nov 16, 6:16 PM ET
Size
12.4 KB
Accession
0001179110-18-012980
Insider Transaction Report
Form 4
Kremling Ernest C. II
Vice President of Operations
Transactions
- Disposition to Issuer
Common Stock
2018-11-15−59,713→ 0 total - Disposition to Issuer
Performance Stock Awards
2018-11-15−2→ 0 totalExercise: $0.00→ Common Stock (28,075 underlying) - Disposition to Issuer
Common Stock
2018-11-15−10,242→ 0 total(indirect: by Deferred Compensation Plan) - Disposition to Issuer
Time Stock Award
2018-11-15−1→ 0 totalExercise: $0.00→ Common Stock (5,221 underlying)
Footnotes (4)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 11,942 shares of Cabot Microelectronics common stock and $3,323,090 in cash consideration at the Effective Time of the merger.
- [F2]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 2,048 shares of Cabot Microelectronics common stock and $570,008 in cash consideration at the Effective Time of the merger.
- [F3]Pursuant to the Merger Agreement, the restricted stock unit awards which were granted prior to August 14, 2018 and which expire 7/31/19 and 7/31/20, fully vested and were cancelled and converted in the merger in exchange for 5,615 shares of Cabot Microelectronics common stock and $1,562,374 in cash consideration at the Effective Time of the merger, which is the right to receive the merger consideration in respect of each share of KMG common stock underlying the applicable restricted stock united award.
- [F4]Pursuant to the Merger Agreement, the restricted stock unit award which was granted on or following August 14, 2018, was assumed by Cabot Microelectronics and converted into a restricted stock unit award relating to a number of shares of Cabot Microelectronics common stock (rounded to the nearest whole share) equal to (i) the number of shares of KMG common stock subject to such KMG restricted stock unit award immediately prior to the effective time, multiplied by (ii) the "equity award exchange ratio" (defined below). The assumed restricted stock unit awards will be subject to the same terms and conditions as were applicable to the corresponding KMG equity award immediately prior to the effective time (including vesting terms). The "equity award exchange ratio" means the sum of (a) 0.2000 and (b) the quotient (rounded to four decimal places) obtained by dividing (x) $55.65 by (y) the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of Cabot
Documents
Issuer
KMG CHEMICALS INC
CIK 0001028215
Entity typeother
Related Parties
1- filerCIK 0001436709
Filing Metadata
- Form type
- 4
- Filed
- Nov 15, 7:00 PM ET
- Accepted
- Nov 16, 6:16 PM ET
- Size
- 12.4 KB