4//SEC Filing
CHAPMAN DAVID L SR 4
Accession 0001181431-13-010160
CIK 0000914024other
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 4:38 PM ET
Size
16.9 KB
Accession
0001181431-13-010160
Insider Transaction Report
Form 4
SHAW GROUP INCSHAW
CHAPMAN DAVID L SR
See Remarks
Transactions
- Disposition to Issuer
Employee Stock Options
2013-02-13−17,265→ 0 totalExercise: $67.19Exp: 2017-12-07→ Common Stock (17,265 underlying) - Disposition to Issuer
Employee Stock Options
2013-02-13−20,676→ 0 totalExercise: $30.56Exp: 2020-10-29→ Common Stock (20,676 underlying) - Disposition to Issuer
Employee Stock Options
2013-02-13−9,410→ 0 totalExercise: $27.79Exp: 2019-10-29→ Common Stock (9,410 underlying) - Disposition to Issuer
Restricted Stock Units
2013-02-13−33,220→ 0 total→ Common Stock (33,220 underlying) - Disposition to Issuer
Restricted Stock Units
2013-02-13−14,276→ 0 total→ Common Stock (14,276 underlying) - Disposition to Issuer
Common Stock
2013-02-13−2,482→ 0 total(indirect: By Spouse)
Footnotes (6)
- [F1]Pursuant to the Transaction Agreement (the "Transaction Agreement"), dated as of July 30, 2012, by and among The Shaw Group Inc. ("Shaw"), Chicago Bridge & Iron Company N.V. ("CB&I"), and Crystal Acquisition Subsidiary Inc. ("Merger Subsidiary"), Merger Subsidiary merged with and into Shaw (the "Merger"), with Shaw surviving the Merger as a wholly owned subsidiary of CB&I. Upon the effective time of the Merger, each share of Shaw common stock was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash, and (ii) an amount of cash in euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but was instead converted automatically into 0.12883 shares of CB&I common stock (the "Merger Consideration").
- [F2]This option, which provided for vesting in four equal installments beginning on January 1, 2009, was assumed by CB&I in the Merger and replaced with an option to purchase 15,806 shares of CB&I common stock for $73.39 per share.
- [F3]This option, which provided for vesting in four equal installments beginning on January 1, 2011, was assumed by CB&I in the Merger and replaced with an option to purchase 8,615 shares of CB&I common stock for $30.36 per share, subject to the same vesting schedule.
- [F4]This option, which provided for vesting in four equal installments beginning on January 1, 2012, was assumed by CB&I in the Merger and replaced with an option to purchase 18,929 shares of CB&I common stock for $33.38 per share, subject to the same vesting schedule.
- [F5]Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that is a stock-settled share unit was converted into the right to receive the Merger Consideration, less applicable tax withholdings.
- [F6]Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that was granted after July 30, 2012 was converted into restricted stock units with respect to CB&I common stock.
Documents
Issuer
SHAW GROUP INC
CIK 0000914024
Entity typeother
Related Parties
1- filerCIK 0001172218
Filing Metadata
- Form type
- 4
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 4:38 PM ET
- Size
- 16.9 KB