SEC Form 4 · accession 0001209191-15-021286
LANXESS Solutions US Inc. · CHMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig A Rogerson
Officer — President and CEO · Director
Period of report
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 4:35 pm EST
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 StockF1 | Mar 1, 2015 | A | 60,000 | $0.00 | A | 484,737 | D | |
| Common Stock | Mar 1, 2015 | F | 44,127 | $26.25 | D | 440,610 | D | |
| Common Stock | Mar 1, 2015 | J | 48,368 | $26.25 | D | 392,242 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | — | Mar 1, 2015 | A | 73,333 | A | — | Mar 1, 2018 | Common Stock | 73,333 | 73,333 | D |
Explanation of responses
- F1Grant of restricted stock units. The restricted stock units vest in three equal installments: March 1, 2016; March 1, 2017; and March 1, 2018.
- F2These shares of common stock were transferred by the reporting person to an irrevocable trust with an independent trustee in exchange for the cancellation of indebtedness owed by the reporting person to the trust. Following the transfer to the trust, the reporting person is no longer deemed the beneficial owner of these shares of common stock and the independent trustee has the sole power to sell or vote these shares of common stock.
- F3Grant of performance shares. Each performance share represents a contingent right to receive between 0 and 2 shares of Chemtura Corporation common stock. The number of shares reported represents the target amount. The actual number of shares to be delivered will be based on Chemtura Corporation's total shareholder return over the three-year vesting period relative to all companies in the Dow Jones Chemical Index and could equal 200% of the target amount. The performance shares will settle as soon as practicable after December 31, 2017 but no later than March 1, 2018.