4//SEC Filing
Taylor Dale R 4
Accession 0001437749-19-014083
CIK 0001533526other
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 5:07 PM ET
Size
14.8 KB
Accession
0001437749-19-014083
Insider Transaction Report
Form 4
Taylor Dale R
President - GBC Metals, LLC
Transactions
- Award
Common Stock, par value $0.01 per share
2019-07-16+13,787→ 56,312.249 total - Award
Common Stock, par value $0.01 per share
2019-07-16+1,106→ 26,113.249 total - Exercise/Conversion
Stock Option (right to buy)
2019-07-16+6,061→ 0 totalExercise: $34.30Exp: 2027-02-09→ Common Stock, par value $0.01 per share (6,061 underlying) - Award
Common Stock, par value $0.01 per share
2019-07-16$34.30/sh+6,061$207,892→ 62,373.249 total - Award
Common Stock, par value $0.01 per share
2019-07-16+16,412→ 42,525.249 total - Disposition from Tender
Common Stock, par value $0.01 per share
2019-07-16$44.00/sh−62,373.249$2,744,423→ 0 total
Footnotes (6)
- [F1]In connection with the Merger (as defined below), certain non-derivative performance shares were settled. These non-derivative performance shares were granted on February 9, 2017, February 9, 2018 and February 8, 2019 for the performance periods ended or ending (as applicable) December 31, 2018, 2019 and 2020, respectively, under the Global Brass and Copper Holdings, Inc. Omnibus Equity Incentive Plan (the "Plan") and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).
- [F2]On April 9, 2019, Global Brass and Copper Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wieland Holdings, Inc., an Illinois corporation ("Parent"), Elephant Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent ("Merger Sub") and Wieland-Werke Aktiengesellschaft, a German stock corporation ("Parent Holdco"), pursuant to which Parent Holdco would acquire the Company. On July 16, 2019, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent (the "Merger").
- [F3]In connection with the Merger, all outstanding stock options were exercised. These shares represent shares acquired from the exercise of stock options under the Plan.
- [F4]In connection with the Merger, the vesting schedules for the reporting person's restricted stock awards, which were previously reported in Table I, were accelerated.
- [F5]As consideration for the Merger, each share of common stock of the Company (the "Shares") (other than Shares owned by the Company in treasury or by Parent Holdco, Parent or Merger Sub, or any wholly owned subsidiary of Parent Holdco (other than Parent and Merger Sub)) was automatically canceled and converted into the right to receive an amount in cash equal to $44, without interest thereon and less any applicable withholding taxes.
- [F6]These options were granted on February 9, 2017 and vest in three equal installments on the first three anniversaries of the grant date. In connection with the Merger, the vesting date for all outstanding stock options was accelerated.
Documents
Issuer
GLOBAL BRASS & COPPER HOLDINGS, INC.
CIK 0001533526
Entity typeother
Related Parties
1- filerCIK 0001701891
Filing Metadata
- Form type
- 4
- Filed
- Jul 15, 8:00 PM ET
- Accepted
- Jul 16, 5:07 PM ET
- Size
- 14.8 KB