SEC Form 4 · accession 0000899243-17-015346

VALSPAR CORP · VAL

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

Reporting owner

Gary E Hendrickson

Officer — Chairman, President and CEO · Director

Period of report

Jun 1, 2017

Accepted (ET)

Jun 5, 2017 · 4:44 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	Mar 30, 2017	G	9,456	$0.00	D	0	I	Trust
Common Stock	Mar 30, 2017	G	1,642	$0.00	D	15,001	I	Trust
Common Stock	Mar 30, 2017	G	35,739	$0.00	D	0	I	Trust
Common Stock	Mar 30, 2017	G	33,042	$0.00	A	104,966	D
Common Stock	Apr 26, 2017	G	23,773	$0.00	D	51,012	I	Trust
Common Stock	Apr 26, 2017	G	23,773	$0.00	A	128,739	D
Common Stock^F1	Jun 1, 2017	A	73,105	—	A	201,884	D
Common Stock	Jun 1, 2017	D	201,884	$113.00	D	0	D
Common Stock	Jun 1, 2017	D	15,001	$113.00	D	0	I	Trust
Common Stock	Jun 1, 2017	D	51,102	$113.00	D	0	I	Trust
Common Stock^F2	Jun 1, 2017	D	12,420	$113.00	D	0	I	Savings and Retirement and 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	$22.68	Jun 1, 2017	D	25,000	D	—	Feb 27, 2018	Common Stock	25,000	D
Stock Options (right to buy)^F3,F4	$18.01	Jun 1, 2017	D	101,000	D	—	Oct 15, 2018	Common Stock	101,000	D
Stock Options (right to buy)^F3,F4	$26.37	Jun 1, 2017	D	151,000	D	—	Oct 21, 2019	Common Stock	151,000	D
Stock Options (right to buy)^F3,F4	$31.57	Jun 1, 2017	D	94,500	D	—	Oct 13, 2020	Common Stock	94,500	D
Stock Options (right to buy)^F3,F4	$32.34	Jun 1, 2017	D	180,500	D	—	Oct 5, 2021	Common Stock	180,500	D
Stock Options (right to buy)^F3,F4	$57.47	Jun 1, 2017	D	121,610	D	—	Oct 3, 2022	Common Stock	121,610	D
Stock Options (right to buy)^F3,F4	$64.78	Jun 1, 2017	D	101,730	D	—	Oct 2, 2023	Common Stock	101,730	D
Stock Options (right to buy)^F3,F4	$76.85	Jun 1, 2017	D	82,670	D	—	Oct 1, 2024	Common Stock	82,670	D
Stock Options (right to buy)^F3,F4	$71.88	Jun 1, 2017	D	140,630	D	—	Sep 30, 2025	Common Stock	140,630	D
Restricted Stock Units^F5	$0.00	Jun 1, 2017	D	165,484	D	—	—	Common Stock	165,484	D
Restricted Stock Units^F6	$0.00	Jun 1, 2017	D	58,163	D	—	—	Common Stock	58,163	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 123 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.