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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right-to-Buy) (2) | $ 13.71 | 03/09/2018 | D | 50,000 | 08/01/2013 | 08/01/2019 | Common Stock | 50,000 | $ 21.5 | 0 | D | ||||
Employee Stock Option (Right-to-Buy) (2) | $ 17.17 | 03/09/2018 | D | 57,095 | 02/27/2014 | 02/27/2020 | Common Stock | 57,095 | $ 21.5 | 0 | D | ||||
Employee Stock Option (Right-to-Buy) (2) | $ 21.31 | 03/09/2018 | D | 64,174 | 05/14/2015 | 05/14/2021 | Common Stock | 64,174 | $ 21.5 | 0 | D | ||||
Employee Stock Option (Right-to-Buy) (2) | $ 20.86 | 03/09/2018 | D | 71,023 | 02/25/2016 | 02/25/2022 | Common Stock | 71,023 | $ 21.5 | 0 | D | ||||
Employee Stock Option (Right-to-Buy) (2) | $ 14.06 | 03/09/2018 | D | 80,788 | 02/25/2017 | 02/25/2023 | Common Stock | 80,788 | $ 21.5 | 0 | D | ||||
Employee Stock Option (Right-to-Buy) (2) | $ 14.37 | 03/09/2018 | D | 77,786 | 03/02/2018 | 03/02/2024 | Common Stock | 77,786 | $ 21.5 | 0 | D | ||||
Phantom Stock Units (3) | $ 0 | 03/09/2018 | D | 794.88 | 03/09/2018 | 03/09/2018 | Common Stock | 794.88 | $ 21.5 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Dearth Randall S. 3000 GSK DRIVE MOON TOWNSHIP, PA 15108 |
X | President & CEO |
/s/ Chad Whalen, Attorney-in-Fact | 03/13/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On September 21, 2017, Calgon Carbon Corporation (the "Company"), Kuraray Co., Ltd., a company organized under the laws of Japan ("Kuraray"), Kuraray Holdings U.S.A., Inc., a Delaware corporation ("Parent") and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement"), pursuant to which, on March 9, 2018, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray. On March 9, 2018, each issued and outstanding share of Company common stock was automatically converted into the right to receive cash in an amount equal to $21.50, without interest (the "merger consideration"). |
(2) | Pursuant to the merger agreement, on March 9, 2018, each outstanding and unexercised option to purchase shares of Company common stock (each, an "option"), whether vested or unvested, terminated and was converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Company common stock previously subject to such option and (2) the excess, if any, of the merger consideration over the exercise price per share set forth in such option. |
(3) | Pursuant to the merger agreement, on March 9, 2018, each outstanding and unexercised Company phantom stock unit (each, a "phantom stock unit") award terminated and was converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Company common stock subject to such phantom stock unit award, including any dividends credited with respect thereto, and (2) the merger consideration. |