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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 | ||||||||
| Performance Share Units | (6) | 05/24/2013 | D | 7,184 | (6) | (6) | Performance Share Units | 7,184 | $ 4.15 (7) | 0 | D | ||||
| Performance Share Units | (8) | 05/24/2013 | D | 18,000 | (8) | (8) | Performance Share Units | 18,000 | $ 4.15 (7) | 0 | D | ||||
| Phantom Stock Units | (9) | 05/24/2013 | D | 351,148 (10) | (9) | (9) | Phantom Stock Units | 351,148 (10) | $ 4.15 (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Parker Alan M 423 WEST 300 SOUTH SUITE 200 SALT LAKE CITY, UT 84101 |
Pres, Proj & Pres, Govt Group | |||
| /s/ Heidi Nakaishi, by power of attorney | 05/24/2013 | |
| **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) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 7, 2013, as amended on April 5, 2013, by and among EnergySolutions, Inc., a Delaware corporation (the "Company"), Rockwell Holdco, Inc., a Delaware corporation, Rockwell Acquisition Corp., a Delaware corporation (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of Company Common Stock held by the reporting person was cancelled and converted automatically into the right to receive $4.15 in cash. |
| (2) | Shares vest ratably over three years beginning on March 1, 2013. |
| (3) | Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of Company Restricted Stock held by the reporting person became fully vested (with the exception of Company Restricted Stock that is earned based on the achievement of performance goals, which instead became earned and vested in accordance with the terms of the applicable award agreement) and converted into the right to a cash payment with respect thereto equal to the product of (i) the total number of shares of Company Restricted Stock outstanding immediately prior to the Effective Time and (ii) $4.15, less any required withholding Taxes. |
| (4) | Shares vest ratably over three years beginning on March 1, 2012. |
| (5) | Shares vest ratably over three years beginning on September 21, 2011. |
| (6) | These shares were acquired pursuant to a performance share unit agreement dated as of April 18, 2011 by and between the Company and the reporting person. Pursuant to that agreement, each performance share unit represents a contingent right to receive one share of Company Common Stock. The performance share units vest upon the Company achieving a certain three year cumulative earnings target. |
| (7) | Pursuant to the terms of the Merger Agreement, at the Effective Time, each of the Company Performance Share Units and Company Phantom Share Awards held by the reporting person became fully vested (with the exception of Company Performance Share Units and Company Phantom Share Awards that are earned based on the achievement of performance goals, which instead became earned and vested in accordance with the terms of the applicable award agreements) and converted into the right to receive a cash payment with respect thereto equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Performance Share Unit award or Company Phantom Share Award, respectively, and (ii) $4.15, less any required withholding Taxes. |
| (8) | These shares were acquired pursuant to a performance share unit agreement dated as of February 29, 2012 by and between the Company and the reporting person. Pursuant to that agreement, each performance share unit represents a contingent right to receive one share of Company Common Stock. The performance share units vest upon the Company achieving a certain three year cumulative earnings target. |
| (9) | Under an award agreement between Mr. Parker and the Company, under the Company's Executive Bonus Plan, the Company granted Mr. Parker on June 15, 2012 a performance share unit award, subject to full payment over six years based on four-year performance criteria, absent a qualifying termination of employment. In general, no amounts are payable under the award agreement unless certain performance criteria are met. The awards are payable in cash. Mr. Parker's target award is 339,140 performance share units and his maximum award is 401,405 performance share units. |
| (10) | The 351,148 performance share units will be paid in cash to the reporting person according to the following schedule: (i) one third of the performance share units will be paid out at the Effective Time, (ii) one third of the performance share units will be paid out on the first anniversary of the Effective Time and (iii) the remaining one third of the performance share units will be paid out on the second anniversary of the Effective Time. |