SEC Form 4 · accession 0001104659-17-030840
HEADWATERS INC · HW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kirk A Benson
Officer — Chief Executive Officer · Director
Period of report
May 8, 2017
Accepted (ET)
May 8, 2017 · 9:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001003344
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1 | May 8, 2017 | D | 1,275,658 | — | D | 0 | D | |
| COMMON STOCKF1 | May 8, 2017 | D | 300,000 | — | D | 0 | I | By Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK APPRECIATION RIGHTSF2 | $9.84 | May 8, 2017 | D | 195,144 | D | Sep 30, 2009 | Sep 30, 2018 | Common Stock | 195,144 | 0 | D |
| STOCK APPRECIATION RIGHTSF2 | $4.60 | May 8, 2017 | D | 195,144 | D | Sep 30, 2010 | Sep 30, 2019 | Common Stock | 195,144 | 0 | D |
| STOCK APPRECIATION RIGHTSF2 | $3.81 | May 8, 2017 | D | 147,821 | D | Sep 30, 2011 | Sep 30, 2020 | Common Stock | 147,821 | 0 | D |
| STOCK APPRECIATION RIGHTSF2 | $6.79 | May 8, 2017 | D | 91,297 | D | Sep 30, 2013 | Sep 30, 2022 | Common Stock | 91,297 | 0 | D |
| STOCK APPRECIATION RIGHTSF2 | $9.19 | May 8, 2017 | D | 150,034 | D | Sep 30, 2014 | Sep 30, 2023 | Common Stock | 150,034 | 0 | D |
| STOCK APPRECIATION RIGHTSF2 | $13.03 | May 8, 2017 | D | 105,816 | D | Sep 30, 2015 | Sep 30, 2024 | Common Stock | 105,816 | 0 | D |
| STOCK APPRECIATION RIGHTSF2 | $17.83 | May 8, 2017 | D | 74,492 | D | Sep 30, 2016 | Sep 30, 2025 | Common Stock | 74,492 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the merger agreement between issuer and Boral Limited in exchange for the per-share right to receive $24.25 in cash, without interest.
- F2These stock appreciation rights were canceled in the merger in exchange for a cash payment of $15,187,117.70, without interest, representing the difference between the exercise price of the stock appreciation rights and the base price per share of the issuer's common stock subject to such stock appreciation rights.