4//SEC Filing
Keppler Ed 4
Accession 0001615817-19-000086
CIK 0001615817other
Filed
Nov 3, 7:00 PM ET
Accepted
Nov 4, 9:15 PM ET
Size
17.2 KB
Accession
0001615817-19-000086
Insider Transaction Report
Form 4
Keppler Ed
See Remarks
Transactions
- Disposition to Issuer
Non-qualified Stock Option
2019-10-31−13,145→ 0 totalExercise: $42.65Exp: 2027-02-05→ Common Stock (13,145 underlying) - Disposition to Issuer
Common Stock
2019-10-31−19,407→ 0 total - Disposition to Issuer
Non-qualified Stock Option
2019-10-31−6,726→ 0 totalExercise: $30.83Exp: 2027-12-13→ Common Stock (6,726 underlying) - Disposition to Issuer
Restricted Share Units
2019-10-31−23,256→ 0 total→ Common Stock (23,256 underlying) - Disposition to Issuer
Performance Shares
2019-10-31−25,092→ 0 total→ Common Stock (25,092 underlying)
Footnotes (8)
- [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 13, 2020 in respect of 6,487 units and December 11, 2021 in respect of 18,605 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.
- [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.
- [F6]These options, granted under the C&J Energy Services, Inc. 2017 Management Incentive Plan, are subject to a time-based vesting schedule that is contingent on continued employment such that: (i) 34% of the options vest and become exercisable immediately on the date of grant, (ii) 22% of the options vest and become exercisable on the first anniversary of the date of grant, (iii) 22% of the options vest and become exercisable on the second anniversary of the date of grant and (iv) 22% of the options vest and become exercisable on the third anniversary of the date of grant, in each case, subject to the earlier expiration of the options.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option was assumed by Keane and converted into an option to purchase 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 stock option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share of Keane common stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such stock option divided by (B) the Exchange Ratio.
- [F8]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.
Documents
Issuer
King Merger Sub II LLC
CIK 0001615817
Entity typeother
Related Parties
1- filerCIK 0001561653
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 7:00 PM ET
- Accepted
- Nov 4, 9:15 PM ET
- Size
- 17.2 KB