4//SEC Filing
Kelly William Patrick 4
Accession 0001209191-18-035577
CIK 0001010858other
Filed
Jun 4, 8:00 PM ET
Accepted
Jun 5, 3:56 PM ET
Size
11.6 KB
Accession
0001209191-18-035577
Insider Transaction Report
Form 4
Kelly William Patrick
Director
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−3,060→ 0 total - Disposition to Issuer
Common Stock
2018-06-01−111,334→ 3,060 total - Disposition to Issuer
Stock Option (Right to Buy)
2018-06-01−59,500→ 0 totalExercise: $3.56Exp: 2020-12-07→ Common Stock (59,500 underlying)
Footnotes (4)
- [F1]Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2017 (the "Merger Agreement"), among the Issuer, SCR-Sibelco NV, Unimin Corporation, nka Covia Holdings Corporation ("Covia"), Bison Merger Sub, Inc. ("Merger Sub") and Bison Merger Sub I, LLC ("Merger Sub LLC"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer as the surviving corporation and for the subsequent merger of Issuer with and into Merger Sub LLC with Merger Sub LLC as the surviving corporation and a wholly owned subsidiary of Covia. In the Merger, each share of Issuer Common Stock, par value $0.01 per share, was exchanged for (i) cash consideration equal to [$0.74] per fully diluted share (the "Cash Consideration") and (ii) 0.20 shares (the "Exchange Ratio") of voting common stock, par value $1.00 per share, of Covia ("Covia Common Stock").
- [F2]In accordance with the terms of the Merger Agreement, each restricted stock unit award of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was converted into (i) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Issuer Common Stock subject to such Issuer restricted stock award and (ii) a restricted share unit award of Covia with respect to the aggregate number of shares of Covia Common Stock equal to the product of the number of shares of Issuer Common Stock subject to such Issuer restricted stock unit award, multiplied by the Exchange Ratio, rounded up or down the nearest whole unit.
- [F3]This option was fully vested and exercisable at the time of the Merger.
- [F4]Under the terms of the Merger Agreement, each Issuer stock option outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was converted into an option to purchase shares of Covia Common Stock equal to the product of the aggregate number of shares of the Issuer Common Stock for which the Issuer stock option was exercisable, multiplied by the Exchange Ratio, rounded down to the nearest whole share, with an exercise price equal to the exercise price of the Issuer stock option immediately prior to the closing of the Merger, divided by the Exchange Ratio, rounded up to the nearest cent. Holders of an In-the-Money Option (as defined in the Merger Agreement) that is outstanding immediately prior to the effective time of the Merger received a cash payment equal to the Cash Consideration, multiplied by the aggregate number of such the holder's Cash Consideration Fully Diluted Stock Option Shares (as defined in the Merger Agreement) less taxes.
Documents
Issuer
FAIRMOUNT SANTROL HOLDINGS INC.
CIK 0001010858
Entity typeother
Related Parties
1- filerCIK 0001621365
Filing Metadata
- Form type
- 4
- Filed
- Jun 4, 8:00 PM ET
- Accepted
- Jun 5, 3:56 PM ET
- Size
- 11.6 KB