SEC Form 4 · accession 0000899243-18-015464
MONSANTO CO /NEW/ · MON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dwight Barns
Director
Period of report
Jun 7, 2018
Accepted (ET)
Jun 7, 2018 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001110783
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 7, 2018 | D | 1,843 | — | D | 0 | D | |
| Common StockF3,F1,F2 | Jun 7, 2018 | D | 3,007 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Payment Plan Restricted Stock UnitF1,F2 | — | Jun 7, 2018 | D | 3,199 | D | — | — | Common Stock | 3,199 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of September 14, 2016 (the "Merger Agreement"), by and among Bayer Aktiengesellschaft ("Bayer"), KWA Investment Co. ("Merger Sub") and Monsanto Company (the "Company"), each share of common stock of the Company and each time- or performance-vesting restricted stock unit of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive $128.00 in cash, without interest (the "Merger Consideration").
- F2(Continued from Footnote 1) The Merger Consideration that is payable in respect of restricted stock units of the Company that were granted (a) prior to September 14, 2016 is fully vested as of the Effective Time or (b) after September 14, 2016 will vest based upon the vesting schedule applicable to the corresponding restricted stock units (subject to accelerated vesting in full upon a termination of employment without cause, for good reason or due to death, disability or retirement). Any Merger Consideration that is not paid at the Effective Time will begin accruing interest as of the Effective Time at the short-term federal rate.
- F3Represents shares of restricted stock granted under the Monsanto Company Non-Employee Director Equity Incentive Compensation Plan.