4//SEC Filing
CAMERON INTERNATIONAL CORP 4
Accession 0001601389-16-000291
CIK 0000941548operating
Filed
Apr 4, 8:00 PM ET
Accepted
Apr 5, 4:34 PM ET
Size
49.1 KB
Accession
0001601389-16-000291
Insider Transaction Report
Form 4
LEMMER WILLIAM C
Sr VP, General Counsel & Sec.
Transactions
- Disposition to Issuer
Common Stock
2016-04-01−5,831→ 1,676 total - Tax Payment
Common Stock
2016-04-01$63.20/sh−1,676$105,923→ 0 total - Disposition to Issuer
Incentive Stock Option (right to buy)
2016-04-01−2,335→ 0 totalExercise: $42.81Exp: 2020-10-20→ Common Stock (2,335 underlying) - Disposition to Issuer
Incentive Stock Option (right to buy)
2016-04-01−3,252→ 0 totalExercise: $51.24Exp: 2021-11-16→ Common Stock (3,252 underlying) - Disposition to Issuer
Performance Shares
2016-04-01−22,640→ 26,482 total→ Restricted Stock Units (22,640 underlying) - Disposition to Issuer
Performance Shares
2016-04-01−26,482→ 0 total→ Restricted Stock Units (26,482 underlying) - Disposition to Issuer
Incentive Stock Option (right to buy)
2016-04-01−2,548→ 0 totalExercise: $39.24From: 2012-11-06Exp: 2016-11-06→ Common Stock (2,548 underlying) - Disposition to Issuer
Incentive Stock Option (right to buy)
2016-04-01−1,539→ 0 totalExercise: $64.97From: 2016-10-17Exp: 2023-10-17→ Common Stock (1,539 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2016-04-01−62,565→ 0 totalExercise: $42.81From: 2011-10-20Exp: 2017-10-20→ Common Stock (62,565 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2016-04-01−46,919→ 0 totalExercise: $57.57Exp: 2024-10-16→ Common Stock (46,919 underlying) - Disposition to Issuer
Phantom Stock
2016-04-01−1,690→ 0.345 total→ Common Stock (1,690 underlying) - Disposition to Issuer
Common Stock
2016-04-01−79,400→ 7,507 total - Disposition to Issuer
Common Stock
2016-04-01−2,285→ 0 total(indirect: By Trust) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2016-04-01−40,462→ 0 totalExercise: $64.97Exp: 2023-10-17→ Common Stock (40,462 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2016-04-01−35,077→ 0 totalExercise: $65.97Exp: 2025-10-14→ Common Stock (35,077 underlying) - Disposition to Issuer
Common Stock
2016-04-01−200→ 0 total(indirect: by Daughter) - Disposition to Issuer
Restricted Stock Units
2016-04-01−18,728→ 0 total - Disposition to Issuer
Incentive Stock Option (right to buy)
2016-04-01−1,784→ 0 totalExercise: $56.05From: 2015-10-18Exp: 2022-10-18→ Common Stock (1,784 underlying) - Disposition to Issuer
Incentive Stock Option (right to buy)
2016-04-01−1,737→ 0 totalExercise: $57.57From: 2017-10-16Exp: 2024-10-16→ Common Stock (1,737 underlying) - Disposition to Issuer
Incentive Stock Option (right to buy)
2016-04-01−1,515→ 0 totalExercise: $65.97From: 2018-10-14Exp: 2025-10-14→ Common Stock (1,515 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2016-04-01−46,506→ 0 totalExercise: $51.24Exp: 2021-11-16→ Common Stock (46,506 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2016-04-01−41,583→ 0 totalExercise: $56.05Exp: 2022-10-18→ Common Stock (41,583 underlying)
Footnotes (9)
- [F1]On April 1, 2016, Schlumberger N.V. (Schlumberger Limited), a company organized under the laws of Curacao ("Schlumberger"), acquired the issuer pursuant to that certain merger agreement between issuer, Schlumberger Holdings Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Schlumberger ("Schlumberger US"), Rain Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Schlumberger US ("Merger Sub") and Schlumberger, the indirect parent of Schlumberger US, dated as of August 26, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Schlumberger. The Merger is more fully described in the issuer's proxy statement/prospectus filed with the SEC on November 17, 2016.
- [F2]At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $14.44 in cash, without interest, and 0.716 shares of Schlumberger common stock (the per-share merger consideration).
- [F3]These shares were withheld for the payment of taxes relating to a release of restricted stock units prior to April 1, 2016, and the transaction is voluntarily reported on this Form 4, rather than Form 5. Other transactions have been reported on Form 4s between January 1, 2016 and this form date of April 1, 2016 that changed the beginning number of securities owned on April 1, 2016.
- [F4]At the effective time of the Merger, unvested restricted stock units (RSUs) with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into an RSU with respect to Schlumberger common stock on substantially the same terms.
- [F5]At the effective time of the Merger, outstanding stock options representing the right to acquire common stock of the issuer were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143, into the right to acquire common stock of Schlumberger on substantially the same terms.
- [F6]These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2014 to be earned during three performance years ending December 31, 2014, December 31, 2015, and December 31, 2016, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
- [F7]These shares represent performance RSUs (PRSUs) with respect to the issuer's common stock awarded as of January 1, 2015 to be earned during three performance years ending December 31, 2015, December 31, 2016, and December 31, 2017, that were deemed earned at the attainment level determined by the Compensation Committee of the Cameron Board in accordance with the terms of the Merger Agreement. At the effective time of the Merger, outstanding and unvested PRSUs with respect to the issuer's common stock were converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit and the assumed level of performance criteria described in the Merger Agreement, into a fully vested deferred stock unit with respect to Schlumberger common stock with the same payment schedule as the applicable PRSUs.
- [F8]Each share of phantom stock is the equivalent of one share of the issuer's common stock. At the effective time of the Merger, each such share of phantom stock was converted, based on an exchange ratio provided for in the Merger Agreement of 0.9143 per unit, into Schlumberger common stock.
- [F9]Balance is zero but due to system rounding issues a balance is still shown in this column.
Documents
Issuer
CAMERON INTERNATIONAL CORP
CIK 0000941548
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000941548
Filing Metadata
- Form type
- 4
- Filed
- Apr 4, 8:00 PM ET
- Accepted
- Apr 5, 4:34 PM ET
- Size
- 49.1 KB