4//SEC Filing
OSHANNA RICHARD J 4
Accession 0001298341-09-000025
CIK 0001298341other
Filed
Feb 8, 7:00 PM ET
Accepted
Feb 9, 4:23 PM ET
Size
9.9 KB
Accession
0001298341-09-000025
Insider Transaction Report
Form 4
OSHANNA RICHARD J
Tax Officer
Transactions
- Exercise of In-Money
Exchange Right (right to buy)
2009-02-05+12,000,000→ 0 total→ Common Stock (19,985 underlying) - Exercise of In-Money
Common Stock
2009-02-05+19,985→ 72,432 total
Footnotes (6)
- [F1]On February 5, 2009, 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: 4,500,000 vested units of his previously reported class B units, 4,500,000 vested units of his previously reported class C units and 3,000,000 vested units of his previously reported class D units.
- [F2]Class B units are exchangeable at a ratio of 599.365 units for each share of Nalco Holding Company common stock; class C units are exchangeable at a ratio of 601.528 units for each share of Nalco Holding Company common stock; and class D units are exchangeable at a ratio of 600.444 units for each share of Nalco Holding Company common stock.
- [F3]The Reporting Person has the right to transfer his Nalco LLC class B, class C and class D units that have vested, in exchange for shares of Nalco Holding Company common stock owned by Nalco LLC. Class B units, class C units and class D 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]Class B units will vest in five equal annual investments on each December 31, beginning on December 31, 2004, subject to certain restrictions. Class C units will vest on the 8th anniversary of the date on which they are sold to a manager, subject to certain restrictions, but may vest earlier over the next five years, beginning on December 31, 2004, if Nalco Holding Company meets certain EBITDA targets. Class D units will vest on the 10th anniversary of the date on which they are sold to a manager, subject to certain restrictions, but may vest earlier over the next five years, beginning on December 31, 2004, if Nalco Holding Company meets certain EBITDA targets. See the Management Members Agreements.
- [F5]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.
- [F6]Not applicable.
Documents
Issuer
Nalco Holding CO
CIK 0001298341
Entity typeother
Related Parties
1- filerCIK 0001306160
Filing Metadata
- Form type
- 4
- Filed
- Feb 8, 7:00 PM ET
- Accepted
- Feb 9, 4:23 PM ET
- Size
- 9.9 KB