Galvan Michael S 4
4 · King Merger Sub II LLC · Filed Nov 4, 2019
Insider Transaction Report
Form 4
Galvan Michael S
Chief Accounting Officer
Transactions
- Exercise/Conversion
Common Stock
2019-10-31+1,349→ 1,349 total - Disposition to Issuer
Common Stock
2019-10-31−8,773→ 0 total - Disposition to Issuer
Performance Shares
2019-10-31−1,349→ 0 total→ Common Stock (1,349 underlying) - Disposition to Issuer
Restricted Share Units
2019-10-31−10,791→ 0 total→ Common Stock (10,791 underlying)
Footnotes (5)
- [F1]Disposed upon the effectiveness of the merger pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J Energy Services, Inc. ("C&J"), Keane Group, Inc. ("Keane") and King Merger Sub Corp., a wholly owned subsidiary of Keane ("Merger Sub") (the "Merger Agreement"), pursuant to which Merger Sub merged with and into C&J, with C&J as the surviving corporation and wholly owned subsidiary of Keane. At the effective time of the merger (the "Effective Time"), each outstanding share of C&J common stock was converted into the right to receive 1.6149 shares of Keane common stock (the "Exchange Ratio") and a cash payment in lieu of fractional shares.
- [F2]Exercisable in three annual installments beginning one year after the grant date of December 11, 2018. The units settle in C&J common stock (default) and/or cash at each vesting as determined in the sole discretion of the Compensation Committee of the Board of Directors of C&J.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding unit was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such unit and (y) the Exchange Ratio.
- [F4]The performance shares vest on the third anniversary of the grant date, December 11, 2021, subject to the achievement of certain levels of total shareholder returns relative to a peer group established by the Compensation Committee of the Board of Directors of C&J.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance share, other than a vested performance share, was assumed by Keane and converted into an award with respect to a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such performance share and (y) the Exchange Ratio. Each vested performance share was deemed to have been settled with shares of C&J common stock and the reporting person received a number of shares of Keane common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock deemed to have been received in respect of the vested performance shares and (y) the Exchange Ratio, and a cash payment in lieu of fractional shares.