4//SEC Filing
Ramesh Manian 4
Accession 0001298341-11-000064
CIK 0001298341other
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 6:56 PM ET
Size
22.9 KB
Accession
0001298341-11-000064
Insider Transaction Report
Form 4
Ramesh Manian
hief Technology Officer
Transactions
- Award
Common Stock
2011-12-01+2,070→ 63,010 total - Disposition to Issuer
Stock Options
2011-12-01−6,677→ 0 totalExercise: $27.54Exp: 2021-02-11→ Common Stock (6,677 underlying) - Disposition to Issuer
Stock Options
2011-12-01−6,322→ 0 totalExercise: $21.98Exp: 2020-02-09→ Common Stock (6,322 underlying) - Award
Common Stock
2011-12-01+5,761→ 63,010 total - Disposition to Issuer
Stock Options
2011-12-01−6,660→ 0 totalExercise: $20.45Exp: 2018-02-14→ Common Stock (6,660 underlying) - Disposition to Issuer
Stock Options
2011-12-01−4,340→ 0 totalExercise: $24.01Exp: 2017-02-15→ Common Stock (4,340 underlying) - Award
Common Stock
2011-12-01+2,353→ 63,010 total - Disposition to Issuer
Common Stock
2011-12-01−63,010→ 0 total - Disposition to Issuer
Stock Options
2011-12-01−17,458→ 0 totalExercise: $11.92Exp: 2019-02-12→ Common Stock (17,458 underlying)
Footnotes (9)
- [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. Ramesh's 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.
- [F4]These options have a variety of different vesting schedules, which schedules have been previously disclosed. All options that were unvested as of November 30, 2011 were accelerated pursuant to Mr. Ramesh's Change of Control Agreement with Nalco upon the closing of the Merger.
- [F5]These options were converted into an option to purchase 2,949 shares of Ecolab Inc. common stock at an exercise price of $35.34 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc.
- [F6]These options were converted into an option to purchase 4,526 shares of Ecolab Inc. common stock at an exercise price of $30.10 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc.
- [F7]These options were converted into an option to purchase 11,863 shares of Ecolab Inc. common stock at an exercise price of $17.55 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc.
- [F8]These options were converted into an option to purchase 4,296 shares of Ecolab Inc. common stock at an exercise price of $32.35 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc.
- [F9]These options were converted into an option to purchase 4,537 shares of Ecolab Inc. common stock at an exercise price of $40.53 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc.
Documents
Issuer
Nalco Holding CO
CIK 0001298341
Entity typeother
Related Parties
1- filerCIK 0001402039
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 6:56 PM ET
- Size
- 22.9 KB