4//SEC Filing
Conway William E. 4
Accession 0001209191-18-035579
CIK 0001010858other
Filed
Jun 4, 8:00 PM ET
Accepted
Jun 5, 3:59 PM ET
Size
13.9 KB
Accession
0001209191-18-035579
Insider Transaction Report
Form 4
Conway William E.
Director
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−69,990→ 3,060 total - Disposition to Issuer
Common Stock
2018-06-01−491,450→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2018-06-01−3,060→ 0 total - Disposition to Issuer
Common Stock
2018-06-01−199,580→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2018-06-01−55,000→ 0 total(indirect: See Footnote)
Footnotes (5)
- [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]William E. Conway, Trustee of the Under Trust Agreement dated March 10, 1992.
- [F4]Spouse of Mary F. Conway, Trustee under the Mary F. Conway Declaration of Trust dated December 13, 1980, as modified. As the spouse of the trustee, Mr. Conway is deemed to have voting and investment power over these shares.
- [F5]William E. Conway IRA Standard - "Traditional" IRA.
Documents
Issuer
FAIRMOUNT SANTROL HOLDINGS INC.
CIK 0001010858
Entity typeother
Related Parties
1- filerCIK 0001620987
Filing Metadata
- Form type
- 4
- Filed
- Jun 4, 8:00 PM ET
- Accepted
- Jun 5, 3:59 PM ET
- Size
- 13.9 KB