SEC Form 4 · accession 0001209191-18-035559
FAIRMOUNT SANTROL HOLDINGS INC. · FMSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerald L. Clancey
Officer — EVP & Chief Commercial Officer
Period of report
Mar 1, 2018
Accepted (ET)
Jun 5, 2018 · 3:42 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 1, 2018 | A | 82,700 | $0.00 | D | 493,779 | D | |
| Common StockF2 | Jun 1, 2018 | D | 325,368 | $0.00 | D | 168,411 | D | |
| Common StockF3 | Jun 1, 2018 | D | 168,411 | $0.00 | D | 0 | D | |
| Common StockF4 | Jun 1, 2018 | D | 36,000 | $0.00 | D | 0 | D | |
| Common StockF5 | Jun 1, 2018 | D | 17,822 | $0.00 | D | 0 | D | |
| Common StockF2 | Jun 1, 2018 | D | 2,242,468 | $0.00 | D | 0 | I | Gerald L. Clancey Trust No. 1 |
| Common StockF2 | Jun 1, 2018 | D | 100,436 | $0.00 | D | 0 | I | Gerald L. Clancey Grantor Retained Annuity Trust No. 1 |
| Common StockF2 | Jun 1, 2018 | D | 442,000 | $0.00 | D | 0 | I | Gerald L. Clancey Irrevocable Trust dated December 13, 2012 |
| Common StockF2 | Jun 1, 2018 | D | 442,000 | $0.00 | D | 0 | I | The Connie J. Clancey Irrevocable Trust for the benefit of Gerald L. Clancey |
| Common StockF2 | Jun 1, 2018 | D | 326,429 | $0.00 | D | 0 | I | By 401(k) Plan |
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 | $1.43 | Jun 1, 2018 | D | 374,000 | D | — | Oct 1, 2019 | Common Stock | 374,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F8 | $3.57 | Jun 1, 2018 | D | 255,000 | D | — | Dec 7, 2020 | Common Stock | 255,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F9 | $10.46 | Jun 1, 2018 | D | 85,000 | D | — | Dec 10, 2023 | Common Stock | 85,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F10 | $16.00 | Jun 1, 2018 | D | 35,700 | D | — | Oct 2, 2024 | Common Stock | 37,500 | 0 | D |
| Stock Option (Right to Buy)F7,F11 | $8.83 | Jun 1, 2018 | D | 44,000 | D | — | May 15, 2025 | Common Stock | 44,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7,F12 | $2.04 | Jun 1, 2018 | D | 72,000 | D | — | Mar 1, 2016 | Common Stock | 72,000 | 0 | D |
| Stock Option (Right to Buy)F7,F13 | $10.03 | Jun 1, 2018 | D | 22,400 | D | — | Mar 1, 2027 | Common Stock | 22,400 | 0 | D |
Explanation of responses
- F1The reporting person was granted 82,700 restricted stock units. The restricted stock units vest in 1/4 increments commencing one year after the date of grant.
- F10The 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 of $80.00. One-third of this option was vested at the time of the Merger. The remaining two-thirds of the option will vest on December 31, 2018.
- F11This option, which would have vested on December 31, 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 $44.15.
- F12The 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 of $10.20. Two-thirds of this option was vested at the time of the Merger. The remaining one-third of the option will vest on March 1, 2019.
- F13The 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 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.
- 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.
- F6The 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 of $7.15. This option was fully vested and exercisable at the time of the Merger.
- 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 of $17.85. The option was fully vested and exercisable at the time of the Merger.
- F9The 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 of $52.30. One-fifth of this option was vested at the time of the Merger. The remaining four-fifths of this option will vest on December 10, 2020.