4//SEC Filing
Spihlman Timothy J 4
Accession 0001445064-12-000153
CIK 0001043382other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 2:50 PM ET
Size
21.6 KB
Accession
0001445064-12-000153
Insider Transaction Report
Form 4
SOLUTIA INCSOA
Spihlman Timothy J
V-P & Corporate Controller
Transactions
- Disposition to Issuer
Stock Option (Right-to-Buy)
2012-07-02−12,512→ 0 totalExercise: $16.95Exp: 2020-04-21→ Common Stock (12,512 underlying) - Disposition to Issuer
Common Stock
2012-07-02−34,151→ 0 total - Disposition to Issuer
Performance Based Restricted Stock
2012-07-02−2,666→ 0 total→ Common Stock (2,666 underlying) - Disposition to Issuer
Phantom Stock
2012-07-02−8,686→ 0 total→ Common Stock (8,686 underlying) - Disposition to Issuer
Performance Based Restricted Stock
2012-07-02−4,545→ 0 total→ Common Stock (4,545 underlying) - Disposition to Issuer
Stock Option (Right-to-Buy)
2012-07-02−15,993→ 0 totalExercise: $23.13Exp: 2021-02-23→ Common Stock (15,993 underlying) - Disposition to Issuer
Performance Based Restricted Stock
2012-07-02−3,393→ 0 total→ Common Stock (3,393 underlying) - Disposition to Issuer
Performance Based Restricted Stock
2012-07-02−3,960→ 0 total→ Common Stock (3,960 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of January 26, 2012 (the "Merger Agreement"), by and among Solutia Inc. ("Solutia"), Eastman Chemical Company ("Eastman"), and Eagle Merger Sub Corporation ("Merger Sub"), Solutia merged with and into Merger Sub (the "Merger"). Upon the effective time of the Merger, each share of Solutia common stock was cancelled and exchanged for (i) $22.00 in cash, without interest, and (ii) 0.120 shares of Eastman common stock (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, the restrictions on each performance based restricted share lapsed based on no greater than the performance results for the applicable performance period pursuant to the restricted stock award agreement, at the effective time of the Merger, entitling the holder to receive, for each such performance based restricted share in which the restrictions lapsed, the Merger Consideration. The performance based restricted shares are measured half against relative total shareholder return and half against relative return on capital, each compared to the peer group at the effective time of the Merger for the applicable performance periods.
- [F3]Pursuant to the Merger Agreement, each option to acquire shares of Solutia common stock, whether or not then vested or exercisable, was cancelled and terminated at the effective time of the Merger in exchange for the right to receive, in cash, the amount by which the cash value of the Merger Consideration (using the five-day average trading price of Eastman common stock ending on (and including) the trading day that is two trading days prior to the Merger) exceeds the exercise price for such option.
- [F4]Each share of phantom stock was the economic equivalent of one share of Solutia common stock at the effective time of the Merger. Each share of phantom stock was converted to a cash amount equal to the final trading price of one share of Solutia common stock immediately prior to the closing of the Merger.
Documents
Issuer
SOLUTIA INC
CIK 0001043382
Entity typeother
Related Parties
1- filerCIK 0001293678
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 2:50 PM ET
- Size
- 21.6 KB