SEC Form 4 · accession 0001209191-18-011691
DELTIC TIMBER CORP · DEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John D Enlow Sr.
Officer — President & CEO · Director
Period of report
Feb 20, 2018
Accepted (ET)
Feb 20, 2018 · 8:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001022469
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 20, 2018 | D | 15,250 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF3 | $75.29 | Feb 20, 2018 | D | 1,709 | A | — | Mar 8, 2027 | Common Stock | 1,709 | 0 | D |
| Common StockF3 | $75.29 | Feb 20, 2018 | D | 1,709 | A | — | Mar 8, 2027 | Common Stock | 1,709 | 0 | D |
| Common StockF3 | $75.29 | Feb 20, 2018 | D | 1,709 | A | — | Mar 8, 2027 | Common Stock | 1,709 | 0 | D |
| Common StockF3 | $75.29 | Feb 20, 2018 | D | 1,709 | A | — | Mar 8, 2027 | Common Stock | 1,709 | 0 | D |
Explanation of responses
- F1On February 20, 2018, Deltic Timber Corporation ("Deltic"), Potlatch Corporation ("Potlatch"), and Portland Merger LLC completed the merger ("Merger") contemplated by the Agreement and Plan of Merger among such parties dated as of October 22, 2017 (the "Merger Agreement").
- F2Disposed of pursuant to the Merger Agreement in which each share of Deltic common stock issued and outstanding immediately prior to the consummation of the Merger was converted into 1.8 shares of Potlatch common stock with cash paid in lieu of fractional shares.
- F3This option, which the vesting of which was accelerated in full upon the closing of the Merger, was cancelled in exchange for an option to acquire shares of Potlatch common stock in a number of shares of Potlatch common stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Deltic common stock subject to the Deltic Option immediately prior to the effective time of the Merger and (2) 1.80, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Deltic common stock of such Deltic Option immediately prior to the effective time of the merger divided by (b) 1.80.