Form Type: 4

SEC EDGAR Link
Accession Number:0001660690-19-000150
Date:2019-10-07
Issuer: VERSUM MATERIALS, INC. (VSM)
Original Submission Date:

Reporting Person:

NOVO GUILLERMO
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 102,389 d $0.00 81,843 direct
COMMON STOCK 2019-10-07 D 81,843 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
STOCK OPTION (RIGHT TO BUY) 25.25 2019-10-07 deemed execution date D 28,055 (d) 2024-12-01 common stock 28,055 $25.25 0 direct
STOCK OPTION (RIGHT TO BUY) 18.87 2019-10-07 deemed execution date D 72,275 (d) 2023-12-02 common stock 72,275 $18.87 0 direct
STOCK OPTION (RIGHT TO BUY) 18.53 2019-10-07 deemed execution date D 46,942 (d) 2023-09-12 common stock 46,942 $18.53 0 direct
MARKET SHARE UNITS 0.0 2019-10-07 deemed execution date D 28,863 (d) common stock 28,863 $0.00 0 direct
MARKET SHARE UNITS 0.0 2019-10-07 deemed execution date D 48,770 (d) common stock 48,770 $0.00 0 direct
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.
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 represents market share units granted to the reporting person on november 21, 2017. the number of market share units reported represents the target number awarded on the grant date. each market share unit represents the right to receive, at settlement, the number of shares of common stock of versum materials, inc. ("common stock") determined by applying a multiplier to the target number of shares which may vest based upon the performance of the common stock during the period october 1, 2017 through september 30, 2020. the number of shares of common stock that would be received upon vesting of the market share units, if any, may vary from 0% to 150% of the target number shown.
f7 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.
f8 represents dividend equivalent rights that accrued with respect to market share unit awards previously reported on table ii, which were granted pursuant to the versum materials, inc. long-term incentive plan and the terms of the applicable award agreement, and will vest with the market share units to which they relate. each market share unit represents the right to receive, at settlement, the number of shares of common stock of versum materials, inc. ("common stock") determined by applying a multiplier to the target number of shares which may vest based upon the performance of the common stock during the period of october 1, 2016 through september 30, 2019. the number of shares of common stock that would be received upon vesting of the market share units, if any, may vary from 0 to 150 percent of the target number shown.
f9 represents market share units granted to the reporting person on november 29, 2016. the number of market share units reported represents the target number awarded on the grant date. each market share unit represents the right to receive, at settlement, the number of shares of common stock of versum materials, inc. ("common stock") determined by applying a multiplier to the target number of shares which may vest based upon the performance of the common stock during the period november 29, 2016 through january 1, 2020. the number of shares of common stock that would be received upon vesting of the market share units, if any, may vary from 0% to 150% of the target number shown.
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