4//SEC Filing
Anderson Gillian 4
Accession 0001193125-25-271928
CIK 0001439095other
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 2:11 PM ET
Size
11.4 KB
Accession
0001193125-25-271928
Insider Transaction Report
Form 4
Anderson Gillian
See Remarks
Transactions
- Disposition to Issuer
Performance Share Unit
2025-11-06−21,047→ 0 total→ Common Stock - Disposition to Issuer
Common Stock
2025-11-06−22,301→ 12,457 total - Disposition to Issuer
Common Stock
2025-11-06−12,457→ 0 total
Footnotes (4)
- [F1]On November 6, 2025, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 26, 2025, by and among MRC Global Inc. (the "Issuer"), DNOW Inc. ("DNOW"), Buck Merger Sub, Inc. ("Merger Sub") and Stag Merger Sub, LLC ("LLC Sub"), Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the "Effective Time") and immediately following the First Merger, the Issuer merged with and into LLC Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with LLC Sub continuing as the surviving company. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit of the Issuer issued under the stock incentive plans of the Issuer that vests solely based on the holders' continued employment or services ("Company RSU") that was granted prior to February 2024 became fully vested.
- [F2](Continued from footnote 1) Each share of the Issuer's common stock ("Company Common Stock") subject to such Company RSU was converted into the right to receive (i) 0.9489 shares of DNOW common stock per share of Company Common Stock, net any withholding taxes, and (ii) an amount in cash equal to the accrued but unpaid dividend equivalents. As a result of the Merger, the reporting person disposed of all previously reported Company RSUs that were granted prior to February 2024. Pursuant to the Merger, each outstanding share of Company Common Stock was converted into the right to receive 0.9489 shares of common stock of DNOW. As a result of the Merger, the reporting person disposed of all shares of Company Common Stock previously reported.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU that was granted in February 2024 or later was canceled and converted into an award of restricted stock units of DNOW common stock. As a result of the Merger, the reporting person disposed of all previously reported Company RSUs that were granted in February 2024 or later.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share unit of the Issuer ("Company PSU") that was issued under the stock incentive plans of the Issuer that vests based on the achievement of performance metrics that was granted in February 2024 or later was canceled and converted into an award of restricted stock units in respect of that number of shares of DNOW common stock (rounded to the nearest whole share) equal to the product of (1) the total number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time multiplied by (2) the right to receive 0.9489 shares of common stock of DNOW. The number of shares of Company Common Stock subject to such Company PSU was deemed to be the number of shares subject to the Company PSU with performance deemed achieved.
Documents
Issuer
MRC GLOBAL INC.
CIK 0001439095
Entity typeother
Related Parties
1- filerCIK 0001872320
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 2:11 PM ET
- Size
- 11.4 KB