SEC Form 4 · accession 0001179110-18-012973
KMG CHEMICALS INC · KMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher W Gonser
Officer — VP of Human Resources
Period of report
Nov 15, 2018
Accepted (ET)
Nov 16, 2018 · 5:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001028215
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 15, 2018 | D | 39,014 | — | D | 0 | D | |
| Common StockF2 | Nov 15, 2018 | D | 8,701 | — | D | 0 | I | by Deferred Compensation Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performanc Based Stock AwardsF3 | $0.00 | Nov 15, 2018 | D | 2 | D | — | — | Common Stock | 18,372 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 7,802 shares of Cabot Microelectronics common stock and $2,171,211 in cash consideration at the Effective Time of the merger.
- F2Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 14, 2018, by and among KMG Chemicals, Inc. ("KMG"), Cabot Microelectronics Corporation ("Cabot Microelectronics") and Cobalt Merger Sub Corporation, in exchange for 1,740 shares of Cabot Microelectronics common stock and $484,231 in cash consideration at the Effective Time of the merger.
- F3Pursuant to the Merger Agreement, the restricted stock unit awards which were granted prior to August 14, 2018 and which expire 7/31/19 and 7/31/20, fully vested and were cancelled and converted in the merger in exchange for 3,674 shares of Cabot Microelectronics common stock and $1,022,443 in cash consideration at the Effective Time of the merger, which is the right to receive the merger consideration in respect of each share of KMG common stock underlying the applicable restricted stock united award.