SEC Form 4 · accession 0000899243-18-015478

· MON

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

Reporting owner

Robert T Fraley

Officer — EVP, Chief Technology Officer

Period of report

Jun 7, 2018

Accepted (ET)

Jun 7, 2018 · 4:55 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	D/I	Nature of ownership
Common Stock^F1,F2	Jun 7, 2018	D	17,219	—	D	D
Common Stock^F1,F2	Jun 7, 2018	D	18,940	—	D	I	By trust
Common Stock^F1,F2	Jun 7, 2018	D	15,000	—	D	I	By trust
Common Stock^F1,F2	Jun 7, 2018	D	4,021	—	D	I	By 401(k) Plan
Common Stock^F4,F1,F2	Jun 7, 2018	D	22,139	—	D	D
Common Stock^F5,F1,F2	Jun 7, 2018	D	41,863	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$90.48	Jun 7, 2018	D	41,450	D	—	—	Common Stock	41,450	D
Stock Option (Right to Buy)^F3	$106.05	Jun 7, 2018	D	35,370	D	—	—	Common Stock	35,370	D
Stock Option (Right to Buy)^F3	$112.82	Jun 7, 2018	D	33,240	D	—	—	Common Stock	33,240	D
Stock Option (Right to Buy)^F3	$91.34	Jun 7, 2018	D	49,270	D	—	—	Common Stock	49,270	D
Phantom Share Units^F1,F2	—	Jun 7, 2018	D	7,193	D	—	—	Common Stock	7,193	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.
F3Pursuant to the terms of the Merger Agreement, each option to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into the right to receive the Merger Consideration less the applicable exercise price of such option, without interest.
F4Represents restricted stock units.
F5Represents performance-based restricted stock units.