4//SEC Filing
Wallace Tim 4
Accession 0001615817-19-000085
CIK 0001615817other
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 9:00 PM ET
Size
11.5 KB
Accession
0001615817-19-000085
Insider Transaction Report
Form 4
Wallace Tim
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2019-10-31−16,896→ 0 total - Disposition to Issuer
Performance Shares
2019-10-31−22,897→ 0 total→ Common Stock (22,897 underlying) - Disposition to Issuer
Restricted Share Units
2019-10-31−21,221→ 0 total→ Common Stock (21,221 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]The performance shares vest on the third anniversary of the grant date, December 13, 2020 in respect of 5,920 units and December 11, 2021 in respect of 16,977 units, 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.
- [F3]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.
- [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 unvested 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.
Documents
Issuer
King Merger Sub II LLC
CIK 0001615817
Entity typeother
Related Parties
1- filerCIK 0001582803
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 7:00 PM ET
- Accepted
- Nov 4, 9:00 PM ET
- Size
- 11.5 KB