4//SEC Filing
Nalco Holding CO 4
Accession 0001298341-06-000102
CIK 0001298341operating
Filed
Jun 18, 8:00 PM ET
Accepted
Jun 19, 3:03 PM ET
Size
9.7 KB
Accession
0001298341-06-000102
Insider Transaction Report
Form 4
Hockman Deborah C
Other
Transactions
- Exercise of In-Money
Common Stock
2006-06-16+11,637→ 76,570 total - Exercise of In-Money
Exchange Right (right to buy)
2006-06-16−6,975,000→ 67,425,000 total→ Common Stock (11,637 underlying)
Footnotes (8)
- [F1]On June 16, 2006, pursuant to the exchange rights of such units, the Reporting Person transferred the following membership units of Nalco LLC (the direct parent company of Nalco Holding Company) in exchange for shares of Nalco Holding Company common stock owned by Nalco LLC: 6,975,000 vested units of her previously reported class B units.
- [F2]Class B units are exchangeable at a ratio of 599.365 units for each share of Nalco Holding Company common stock.
- [F3]The Reporting Person has the right to transfer her Nalco LLC class B units that have vested in exchange for shares of Nalco Holding Company common stock owned by Nalco LLC. Class B units will vest for continuing employees at certain dates and are subject to earlier vesting in some circumstances based upon reaching certain performance requirements as described in the Management Members Agreements, which are filed as Exhibits 10.30 to 10.39 to the Registration Statement on Form S-1 of Nalco Holding Company (File No. 333-118583) (the "Management Members Agreements").
- [F4]These rights to exchange Nalco LLC units for Nalco Holding Company common stock are exercisable following the date that is the later of the date on which any applicable lock-up period pursuant to the initial public offering of Nalco Holding Company terminates and the date that is six months and one day after the date on which the class B units vest.
- [F5]Class B units will vest in five equal annual investments on each December 31, beginning on December 31, 2004, subject to certain restrictions. See the Management Members Agreements.
- [F6]Subject to the exercise of a call right, for so long as certain termination events (see the Management Members Agreements) have not occurred with respect to the Reporting Person, there is no expiration of the right to exchange Nalco LLC units for Nalco Holding Company common stock.
- [F7]Not applicable.
- [F8]Following the reported transaction, the Reporting Person owns 20,925,000 class B units, 27,900,000 class C units and 18,600,000 class D units of Nalco LLC, which have the exchange rights described herein.
Documents
Issuer
Nalco Holding CO
CIK 0001298341
Entity typeoperating
Related Parties
1- filerCIK 0001298341
Filing Metadata
- Form type
- 4
- Filed
- Jun 18, 8:00 PM ET
- Accepted
- Jun 19, 3:03 PM ET
- Size
- 9.7 KB