4//SEC Filing
McCutcheon Stewart Hill 4
Accession 0001298341-11-000067
CIK 0001298341other
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 8:19 PM ET
Size
19.6 KB
Accession
0001298341-11-000067
Insider Transaction Report
Form 4
McCutcheon Stewart Hill
Chief Information Officer
Transactions
- Award
Common Stock
2011-12-01+1,489→ 16,213 total - Disposition to Issuer
Stock Options
2011-12-01−9,533→ 0 totalExercise: $11.92Exp: 2019-02-12→ Common Stock (9,533 underlying) - Disposition to Issuer
Stock Options
2011-12-01−4,802→ 0 totalExercise: $27.54Exp: 2021-02-11→ Common Stock (4,802 underlying) - Award
Common Stock
2011-12-01+3,146→ 16,213 total - Disposition to Issuer
Stock Options
2011-12-01−4,584→ 0 totalExercise: $21.98Exp: 2020-02-09→ Common Stock (4,584 underlying) - Award
Common Stock
2011-12-01+1,706→ 16,213 total - Award
Common Stock
2011-12-01+9,872→ 16,213 total - Disposition to Issuer
Common Stock
2011-12-01−16,213→ 0 total
Footnotes (7)
- [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. McCutcheon'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. McCutcheon's Change of Control Agreement with Nalco upon the closing of the Merger.
- [F5]These options were converted into an option to purchase 6,478 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.
- [F6]These options were converted into an option to purchase 3,115 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.
- [F7]These options were converted into an option to purchase 3,263 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 0001456382
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 8:19 PM ET
- Size
- 19.6 KB