Form Type: 4

SEC EDGAR Link
Accession Number:0001660690-19-000136
Date:2019-10-07
Issuer: VERSUM MATERIALS, INC. (VSM)
Original Submission Date:

Reporting Person:

RIORDAN THOMAS
VERSUM MATERIALS, INC.
8555 SOUTH RIVER PARKWAY TEMPE, AZ 85284

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-10-07 D 325 d $0.00 0 indirect
COMMON STOCK 2019-10-07 D 20,006 d $0.00 3,124 direct
COMMON STOCK 2019-10-07 D 3,124 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
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.
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