Nalco Holding CO 4
4 · Nalco Holding CO · Filed Dec 5, 2011
Insider Transaction Report
Form 4
NORRIS PAUL J
Director
Transactions
- Disposition to Issuer
Common Stock
2011-12-01−12,745→ 0 total - Award
Common Stock
2011-12-01+2,692→ 12,745 total - Award
Common Stock
2011-12-01+3,086→ 12,745 total
Footnotes (3)
- [F1]These Restricted Share Units have a variety of vesting schedules, which schedules have been previously disclosed. All such Restricted Share Units that were unvested as of November 30, 2011 were accelerated pursuant to Mr. Norris' Change of Control Agreement with Nalco Holding Company ("Nalco"), which was triggered upon the closing of the transaction (the "Merger"), dated as of July 19, 2011, (the "Merger Agreement"), by and among Ecolab Inc. ("Ecolab"), Sustainability Partners Corporation and Nalco.
- [F2]The total amount of securities beneficially owned includes securities previously purchased and awarded.
- [F3]Pursuant to the Merger Agreement, each outstanding share of Nalco Common Stock was converted into the right to receive either .7005 shares of Ecolab common Stock or $38.80 in cash, at each stockholder's election and subject to proration and reallocation procedures as described in the Merger Agreement. Because the proration and reallocation procedures have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of Nalco common stock disposed of in the merger.