BERNHARD JAMES M JR 4
4 · SHAW GROUP INC · Filed Feb 15, 2013
Insider Transaction Report
Form 4
SHAW GROUP INCSHAW
BERNHARD JAMES M JR
DirectorChairman, CEO and President
Transactions
- Disposition to Issuer
Common Stock
2013-02-13−186,531→ 0 total - Disposition to Issuer
Employee Stock Options
2013-02-13−73,713→ 0 totalExercise: $27.79Exp: 2019-10-29→ Common Stock (73,713 underlying) - Disposition to Issuer
Employee Stock Options
2013-02-13−72,130→ 0 totalExercise: $67.19Exp: 2017-12-07→ Common Stock (72,130 underlying) - Disposition to Issuer
Employee Stock Options
2013-02-13−121,470→ 0 totalExercise: $30.56Exp: 2020-10-29→ Common Stock (121,470 underlying) - Disposition to Issuer
Restricted Stock Units
2013-02-13−130,111→ 0 total→ Common Stock (130,111 underlying) - Disposition to Issuer
Employee Stock Options
2013-02-13−56,718→ 0 totalExercise: $17.89Exp: 2018-10-31→ Common Stock (56,718 underlying) - Disposition to Issuer
Restricted Stock Units
2013-02-13−55,914→ 0 total→ Common Stock (55,914 underlying)
Footnotes (7)
- [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 annual installments beginning on January 1, 2009, was assumed by CB&I in the Merger and replaced with an option to purchase 66,038 shares of CB&I common stock for $73.39 per share.
- [F3]This option, which provided for vesting in four equal annual installments beginning on January 1, 2010, was assumed by CB&I in the Merger and replaced with an option to purchase 51,928 shares of CB&I common stock for $19.54 per share.
- [F4]This option, which provided for vesting in four equal annual installments beginning on January 1, 2011, was assumed by CB&I in the Merger and replaced with an option to purchase 67,488 shares of CB&I common stock for $30.36 per share, subject to the same vesting schedule.
- [F5]This option, which provided for vesting in four equal annual installments beginning on January 1, 2012, was assumed by CB&I in the Merger and replaced with an option to purchase 111,212 shares of CB&I common stock for $33.38 per share, subject to the same vesting schedule.
- [F6]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.
- [F7]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.