4//SEC Filing
CROISETIERE JACQUES M 4
Accession 0001660690-19-000140
CIK 0001660690other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 11:20 AM ET
Size
7.7 KB
Accession
0001660690-19-000140
Insider Transaction Report
Form 4
CROISETIERE JACQUES M
Director
Transactions
- Disposition to Issuer
Common Stock
2019-10-07−16,605.572→ 3,124 total - Disposition to Issuer
Common Stock
2019-10-07−3,124→ 0 total
Footnotes (3)
- [F1]On October 7, 2019, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 12, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
- [F2]Reflects shares of Issuer common stock ("Common Stock"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain excluded shares) automatically converted into the right to receive $53.00 in cash, without interest (the "Merger Consideration").
- [F3]Reflects time vesting restricted stock units ("RSUs"). At the Effective Time, each outstanding RSU was automatically canceled and converted into the right to receive a deferred cash payment (a "Converted RSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted RSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award.
Documents
Issuer
Versum Materials, Inc.
CIK 0001660690
Entity typeother
Related Parties
1- filerCIK 0001037839
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 11:20 AM ET
- Size
- 7.7 KB