4//SEC Filing
Renshaw Sterling 4
Accession 0001615817-19-000077
CIK 0001615817other
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 7:50 PM ET
Size
13.9 KB
Accession
0001615817-19-000077
Insider Transaction Report
Form 4
Renshaw Sterling
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2019-10-31−13,782→ 0 total - Disposition to Issuer
Performance Shares
2019-10-31−21,551→ 0 total→ Common Stock (21,551 underlying) - Disposition to Issuer
Restricted Share Units
2019-10-31−20,349→ 0 total→ Common Stock (20,349 underlying) - Disposition to Issuer
Non-qualified Stock Option
2019-10-31−5,465→ 0 totalExercise: $30.83Exp: 2027-12-13→ Common Stock (5,465 underlying)
Footnotes (7)
- [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]Represents options scheduled to vest ratably on the first, second and third anniversary of the grant date, in each case, subject to the earlier expiration of the options and the grantee's continued employment with or provision of services to the issuer or its affiliates, as well as certain treatment upon the occurrence of certain termination events.
- [F3]Exercisable in three annual installments beginning one year after the grant date of December 13, 2017.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
King Merger Sub II LLC
CIK 0001615817
Entity typeother
Related Parties
1- filerCIK 0001715081
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 7:00 PM ET
- Accepted
- Nov 4, 7:50 PM ET
- Size
- 13.9 KB