SEC Form 4 · accession 0001209191-18-035554

FAIRMOUNT SANTROL HOLDINGS INC. · FMSA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael F Biehl

Officer — EVP,CFO,Asst. Sec & Treasurer

Period of report

Mar 1, 2018

Accepted (ET)

Jun 5, 2018 · 3:39 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001010858

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Mar 1, 2018	A	127,300	$0.00	A	370,730	D
Common Stock^F2	Jun 1, 2018	D	158,994	$0.00	D	211,736	D
Common Stock^F3	Jun 1, 2018	D	211,736	$0.00	D	0	D
Common Stock^F4	Jun 1, 2018	D	74,000	$0.00	D	0	D
Common Stock^F5	Jun 1, 2018	D	27,531	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F7,F6	$3.53	Jun 1, 2018	D	50,768	D	—	May 4, 2026	Common Stock	50,768	0	D
Employee Stock Option (Right to Buy)^F7,F8	$10.03	Jun 1, 2018	D	34,500	D	—	Mar 1, 2027	Common Stock	34,500	0	D

Explanation of responses

F1The reporting person was granted 127,300 restricted stock units. The restricted stock units vest in 1/4 increments commencing one year after the date of grant.
F2Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2017 (the "Merger Agreement"), among the Issuer, SCR-Sibelco NV, Unimin Corporation, nka Covia Holdings Corporation ("Covia"), Bison Merger Sub, Inc. ("Merger Sub") and Bison Merger Sub I, LLC ("Merger Sub LLC"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer as the surviving corporation and for the subsequent merger of Issuer with and into Merger Sub LLC with Merger Sub LLC as the surviving corporation and a wholly owned subsidiary of Covia. In the Merger, each share of Issuer Common Stock, par value $0.01 per share, was exchanged for (i) cash consideration equal to $0.73 per fully diluted share (the "Cash Consideration") and (ii) 0.20 shares (the "Exchange Ratio") of voting common stock, par value $1.00 per share, of Covia ("Covia Common Stock").
F3In accordance with the terms of the Merger Agreement, each restricted stock unit award of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was converted into (i) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Issuer Common Stock subject to such Issuer restricted stock award and (ii) a restricted share unit award of Covia with respect to the aggregate number of shares of Covia Common Stock equal to the product of the number of shares of Issuer Common Stock subject to such Issuer restricted stock unit award, multiplied by the Exchange Ratio, rounded up or down the nearest whole unit.
F4In accordance with the terms of the Merger Agreement, this performance restricted share unit award ("PSU Award") was converted into (A) a restricted share unit award of Covia with respect to the aggregate number of shares of Covia Common Stock equal to the product of (i) Issuer PSU Awards granted in 2016 ("2016 PSU Award") assuming achievement of 100% of target performance and (ii) the Exchange Ratio, rounded up or down to the nearest whole unit and (B) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Issuer Common Stock subject to 2016 PSU Awards assuming achievement of 100% of target performance.
F5In accordance with the terms of the Merger Agreement, this PSU Award was converted into (A) a restricted share unit award of Covia with respect to the aggregate number of shares of Covia Common Stock equal to the product of (i) the Issuer PSU Awards granted in 2017 ("2017 PSU Award") assuming achievement of 133% of target performance, and (ii) the Exchange Ratio, rounded up or down to the nearest whole unit and (B) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Issuer Common Stock subject to 2017 PSU Awards assuming achievement of 133% of target performance.
F6This option, which would have vested on May 5, 2019, was converted into an option to purchase shares of Covia Common Stock equal to the product of the aggregate number of shares of the Issuer Common Stock for which the Issuer stock option was exercisable, multiplied by the Exchange Ratio, rounded down to the nearest whole share, with an exercise price of $17.65.
F7Under the terms of the Merger Agreement, each Issuer stock option outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was converted into an option to purchase shares of Covia Common Stock equal to the product of the aggregate number of shares of the Issuer Common Stock for which the Issuer stock option was exercisable, multiplied by the Exchange Ratio, rounded down to the nearest whole share, with an exercise price equal to the exercise price of the Issuer stock option immediately prior to the closing of the Merger, divided by the Exchange Ratio, rounded up to the nearest cent. Holders of an In-the-Money Option (as defined in the Merger Agreement) that is outstanding immediately prior to the effective time of the Merger received a cash payment equal to the Cash Consideration, multiplied by the aggregate number of such the holder's Cash Consideration Fully Diluted Stock Option Shares (as defined in the Merger Agreement) less taxes.
F8The option was converted into an option to purchase shares of Covia Common Stock equal to the product of the aggregate number of shares of the Issuer Common Stock for which the Issuer stock option was exercisable, multiplied by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share of $50.15. One-third of this option was vested at the time of the Merger. The remaining two-thirds of the option will vest on March 1, 2019 and March 1, 2020 in equal increments.