4//SEC Filing
Langan John G 4
Accession 0001660690-19-000148
CIK 0001660690other
Filed
Oct 8, 8:00 PM ET
Accepted
Oct 9, 8:39 PM ET
Size
20.2 KB
Accession
0001660690-19-000148
Insider Transaction Report
Form 4
Langan John G
Chief Technology Officer
Transactions
- Disposition to Issuer
Common Stock
2019-10-07−10,991.925→ 9,687 total - Disposition to Issuer
Common Stock
2019-10-07−9,687→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-07−2,876→ 0 totalExercise: $25.25Exp: 2024-12-01→ Common Stock (2,876 underlying) - Disposition to Issuer
Restricted Stock Units
2019-10-07−1,433→ 0 totalFrom: 2019-12-01Exp: 2019-12-01→ Common Stock (1,433 underlying) - Disposition to Issuer
Market Share Units
2019-10-07−4,621→ 0 total→ Common Stock (4,621 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-10-07−12,106→ 0 totalExercise: $18.87Exp: 2023-12-02→ Common Stock (12,106 underlying) - Disposition to Issuer
Market Share Units
2019-10-07−6,252→ 0 total→ Common Stock (6,252 underlying)
Footnotes (10)
- [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").
- [F10]These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2017 through September 30, 2020.
- [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.
- [F4]These stock options were fully vested.
- [F5]At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option, less applicable tax withholding.
- [F6]Each such RSU represented a contingent right to receive one share of Common Stock payable in common stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee of the Board of Directors (the "Compensation Committee").
- [F7]Each Market Share Unit ("MSU") represented the right to receive, at settlement, a number of shares of Common Stock based on the performance of the Common Stock over a period of time as described in the applicable award agreement.
- [F8]Reflects adjustments to MSUs previously awarded based on the Issuer's stock price performance. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding MSU was automatically converted into the right to receive a deferred cash payment (a "Converted MSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such MSU (as determined pursuant to the Merger Agreement) multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted MSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award.
- [F9]These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2016 through September 30, 2019.
Documents
Issuer
Versum Materials, Inc.
CIK 0001660690
Entity typeother
Related Parties
1- filerCIK 0001686108
Filing Metadata
- Form type
- 4
- Filed
- Oct 8, 8:00 PM ET
- Accepted
- Oct 9, 8:39 PM ET
- Size
- 20.2 KB