SEC Form 4 · accession 0000899243-17-015328
VALSPAR CORP · VAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rolf Engh
Officer — Executive VP
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 | Dec 19, 2016 | G | 14,500 | $0.00 | D | 501,783 | D | |
| Common Stock | Apr 26, 2017 | G | 25,000 | $0.00 | D | 476,783 | D | |
| Common Stock | Apr 27, 2017 | G | 25,000 | $0.00 | D | 451,783 | D | |
| Common Stock | Apr 28, 2017 | G | 29,449 | $0.00 | D | 422,334 | D | |
| Common StockF1 | Jun 1, 2017 | A | 9,422 | — | A | 431,756 | D | |
| Common Stock | Jun 1, 2017 | D | 431,756 | $113.00 | D | 0 | D | |
| Common StockF2 | Jun 1, 2017 | D | 57,640 | $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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F3,F4 | $25.48 | Jun 1, 2017 | D | 51,500 | D | — | Oct 17, 2017 | Common Stock | 51,500 | 0 | D |
| Stock Options (right to buy)F3,F4 | $26.37 | Jun 1, 2017 | D | 61,000 | D | — | Oct 21, 2019 | Common Stock | 61,000 | 0 | D |
| Stock Options (right to buy)F3,F4 | $31.57 | Jun 1, 2017 | D | 23,500 | D | — | Oct 13, 2020 | Common Stock | 38,000 | 0 | D |
| Stock Options (right to buy)F3,F4 | $32.34 | Jun 1, 2017 | D | 14,500 | D | — | Oct 5, 2021 | Common Stock | 43,500 | 0 | D |
| Stock Options (right to buy)F3,F4 | $57.47 | Jun 1, 2017 | D | 21,780 | D | — | Oct 3, 2022 | Common Stock | 21,780 | 0 | D |
| Stock Options (right to buy)F3,F4 | $64.78 | Jun 1, 2017 | D | 15,650 | D | — | Oct 2, 2023 | Common Stock | 15,650 | 0 | D |
| Stock Options (right to buy)F3,F4 | $76.85 | Jun 1, 2017 | D | 10,400 | D | — | Oct 1, 2024 | Common Stock | 10,400 | 0 | D |
| Stock Options (right to buy)F3,F4 | $71.88 | Jun 1, 2017 | D | 18,550 | D | — | Sep 30, 2025 | Common Stock | 18,550 | 0 | D |
| Restricted Stock UnitsF5 | $0.00 | Jun 1, 2017 | D | 7,030 | D | — | — | Common Stock | 7,030 | 0 | D |
| Restricted Stock UnitsF6 | $0.00 | Jun 1, 2017 | D | 7,673 | D | — | — | Common Stock | 7,673 | 0 | 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 826 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 October 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.