SEC Form 4 · accession 0000899243-17-010797

LANXESS Solutions US Inc. · CHMT

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

Reporting owner

Stephen C Forsyth

Officer — EVP & CFO

Period of report

Apr 21, 2017

Accepted (ET)

Apr 24, 2017 · 9:20 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001091862

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Apr 21, 2017	D	197,855	$33.50	D	25,923	D
Common Stock^F2	Apr 21, 2017	D	25,923	$33.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to purchase)^F3	$15.50	Apr 21, 2017	D	45,805	D	—	Nov 10, 2020	Common Stock	45,805	D
Employee Stock Option (right to purchase)^F3	$16.03	Apr 21, 2017	D	139,060	D	—	Mar 10, 2021	Common Stock	139,060	D
Employee Stock Option (right to purchase)^F3	$15.38	Apr 21, 2017	D	39,457	D	—	Mar 1, 2022	Common Stock	39,457	D
Employee Stock Option (right to purchase)^F3	$20.50	Apr 21, 2017	D	27,480	D	—	Mar 1, 2023	Common Stock	27,480	D
Performance Shares^F4	—	Apr 21, 2017	D	40,380	D	—	—	Common Stock	40,380	D

Explanation of responses

F1On September 25, 2016, Chemtura Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lanxess Deutschland GmbH ("Lanxess") and LANXESS Solutions US Inc. (f/k/a LANXESS Additives Inc.) ("Merger Subsidiary"), pursuant to which Merger Subsidiary will merge (the "Merger") with and into the Company, whereupon the existence of Merger Subsidiary will cease and the Company will become the surviving corporation and a wholly-owned subsidiary of Lanxess. The Merger became effective on April 21, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Company's common stock, par value $0.01, outstanding immediately prior to the Effective Time was converted into the right to receive $33.50 in cash, without interest (the "Merger Consideration").
F2Represents unvested restricted stock units ("RSUs") that were automatically cancelled in connection with the Merger and converted to a deferred cash award in an amount equal to the product of the Merger Consideration and the number of shares represented by such RSUs (the "Deferred Cash Award"). The Deferred Cash Award continues to be subject to the same terms and conditions of the RSUs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the RSUs prior to the Effective Time.
F3Pursuant to the terms of the Merger Agreement, each option to purchase Common Stock that was outstanding prior to the Effective Time was cancelled and converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock underlying such option and (B) the excess, if any, of the Merger Consideration over the applicable exercise price of such option.
F4Represents performance share awards relating to Common Stock ("PSAs") that were automatically converted in connection with the Merger to an amount equal to the product of the Merger Consideration and the number of shares represented by such PSAs, which number is based on the target performance level (the "PS Consideration"); provided, however, that in the case of PSAs for which the applicable performance period had not ended as of the Effective Time, such PSAs were converted to a deferred cash award equal to the PS Consideration and continue to be subject to the same terms and conditions of the PSAs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the PSAs prior to the Effective Time.