4//SEC Filing
Thompson Alan Kirby 4
Accession 0001562180-21-000611
CIK 0001688941other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 9:07 AM ET
Size
17.3 KB
Accession
0001562180-21-000611
Insider Transaction Report
Form 4
Thompson Alan Kirby
SVP Sales & Marketing
Transactions
- Disposition to Issuer
Stock Option
2021-01-29−58,340→ 0 totalExercise: $9.44→ Common Stock (58,340 underlying) - Disposition to Issuer
Common Stock
2021-01-29$19.25/sh−23,161$445,849→ 0 total - Disposition to Issuer
Restricted Stock Unit
2021-01-29−35,691→ 0 total→ Common Stock (35,691 underlying) - Disposition to Issuer
Stock Option
2021-01-29−15,100→ 0 totalExercise: $14.00→ Common Stock (15,100 underlying) - Disposition to Issuer
Stock Options
2021-01-29−28,450→ 0 totalExercise: $18.61→ Common Stock (28,450 underlying) - Disposition to Issuer
Stock Option
2021-01-29−22,254→ 0 totalExercise: $15.40→ Common Stock (22,254 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of November 14, 2020 (the "Merger Agreement") by and among the Company, ASP Flag Intermediate Holdings, Inc., a Delaware corporation ("Parent") and ASP Flag Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on January 29, 2021, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $19.25 per share in cash, without interest and less any applicable tax withholdings.
- [F2]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
- [F3]Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $19.25 in cash.
- [F4]Pursuant to the Merger Agreement, each option to purchase shares of common stock that is outstanding immediately prior to the consummation of the Merger will fully vest and be converted into the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the remainder, if positive, of $19.25 minus the exercise price per share of the Company stock option multiplied by (y) the number of shares of common stock. If the exercise price per share of a Company stock option equals or exceeds $19.25, the Company stock option will be canceled.
Documents
Issuer
Foundation Building Materials, Inc.
CIK 0001688941
Entity typeother
Related Parties
1- filerCIK 0001697280
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 9:07 AM ET
- Size
- 17.3 KB