SEC Form 4 · accession 0000899243-17-015326

VALSPAR CORP · VAL

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

Reporting owner

James L Muehlbauer

Officer — EVP and CFO

Period of report

Jun 1, 2017

Accepted (ET)

Jun 5, 2017 · 4:39 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000102741

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 1, 2017	A	18,551	—	A	37,637	D
Common Stock	Jun 1, 2017	D	37,637	$113.00	D	0	D
Common Stock^F2	Jun 1, 2017	D	305	$113.00	D	0	I	Savings and Retirement Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (right to buy)^F3,F4	$62.95	Jun 1, 2017	D	24,947	D	—	Mar 11, 2023	Common Stock	24,947	D
Stock Options (right to buy)^F3,F4	$62.95	Jun 1, 2017	D	74,113	D	—	Mar 11, 2023	Common Stock	74,113	D
Stock Options (right to buy)^F3,F4	$64.78	Jun 1, 2017	D	31,390	D	—	Oct 2, 2023	Common Stock	31,390	D
Stock Options (right to buy)^F3,F4	$76.85	Jun 1, 2017	D	20,850	D	—	Oct 1, 2024	Common Stock	20,850	D
Stock Options (right to buy)^F3,F4	$71.88	Jun 1, 2017	D	35,910	D	—	Sep 30, 2025	Common Stock	35,910	D
Restricted Stock Units^F5	$0.00	Jun 1, 2017	D	13,932	D	—	—	Common Stock	13,932	D
Restricted Stock Units^F6	$0.00	Jun 1, 2017	D	14,850	D	—	—	Common Stock	14,850	D

Explanation of responses

F1Vesting of PSUs upon effectiveness of the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement") by and between The Valspar Corporation, The Sherwin-Williams Company ("Sherwin-Williams") and Viking Merger Sub Inc., a wholly owned subsidiary of Sherwin-Williams.
F2Includes 70 shares vested in the Valspar Savings and Retirement Plan from 10/29/2016 through 6/1/2017.
F3Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such option and (ii) the excess of $113.00 over the exercise price of the option.
F4All of such options are fully vested, except the options at an exercise price of $76.85, which vest in equal annual installments on Octover 1, 2015, 2016 and 2017 and the options at an exercise price of $71.88, which vest in equal annual installments on September 30, 2016, 2017 and 2018.
F5RSUs were to be paid out upon vesting. Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such RSU and (ii) $113.00. Vesting dates range from January 8, 2018 to January 14, 2019.
F6Restricted stock unit award granted on 9/27/2016, which is after the date of the Merger Agreement. RSUs were to be paid out upon vesting on 9/27/2019. This award will be converted into an equivalent award relating to shares of Sherwin-Williams common stock on the terms set forth in the Merger Agreement.