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4//SEC Filing

Alon USA Energy, Inc. 4

Accession 0001209191-17-042655

CIK 0001325955operating

Filed

Jul 2, 8:00 PM ET

Accepted

Jul 3, 8:32 AM ET

Size

6.3 KB

Accession

0001209191-17-042655

Insider Transaction Report

Form 4
Period: 2017-07-01
Oster Michael
Sr. VP-Mergers & Acquisitions
Transactions
  • Disposition to Issuer

    Common Stock, par value $0.01 per share

    2017-07-0161,9430 total
Footnotes (3)
  • [F1]Includes shares of unvested restricted Company common stock that were granted to the Reporting Person under the Company's 2005 Incentive Compensation Plan that, pursuant to the Merger Agreement, vested immediately prior to the effective time of the Merger, and each such share of restricted Company common stock was converted at the effective time of the Merger into a restricted stock award denominated in shares of HoldCo common stock.
  • [F2]On July 1, 2017, pursuant to the Agreement and Plan of Merger dated as of January 2, 2017 (the "Merger Agreement"), among Delek US Holdings, Inc. ("Delek"), Delek Holdco, Inc., ("HoldCo"), Dione Mergeco, Inc., Astro Mergeco, Inc., and Alon USA Energy, Inc. (the "Company"), as amended by the First Amendment to the Merger Agreement, dated as of February 27, 2017, and the Second Amendment to the Merger Agreement, dated as of April 21, 2017, Astro Mergeco, Inc. merged with and into the Company pursuant to the terms of the Merger Agreement, with the Company continuing as the surviving entity (the "Merger"). As a result, the Company is a subsidiary of HoldCo.
  • [F3]Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (other than Company common stock held by Delek or any subsidiary of Delek) converted into the right to receive 0.504 shares of HoldCo common stock, with cash paid in lieu of fractional shares.

Issuer

Alon USA Energy, Inc.

CIK 0001325955

Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001325955

Filing Metadata

Form type
4
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 8:32 AM ET
Size
6.3 KB