SEC Form 4 · accession 0001104659-15-003163
FOSTER WHEELER AG · FWLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 19, 2015
Accepted (ET)
Jan 20, 2015 · 10:16 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001130385
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Registered Shares, par value CHF 3 per shareF1,F2 | Jan 19, 2015 | P$0 | 4,731,080 | — | A | 100,126,791 | I | By AMEC International Investments B.V. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 19, 2015, these shares of Foster Wheeler AG were acquired for a combination of $16.00 cash and either (i) 0.8998 Amec Foster Wheeler plc ordinary shares or (ii) 0.8998 Amec Foster Wheeler plc American depositary shares ("ADSs") pursuant to a squeeze-out merger ("Squeeze-Out Merger"). The closing price of Amec Foster Wheeler plc shares on January 16, 2015 was GBP 8.03. The closing price of Amec Foster Wheeler plc ADSs on January 16, 2015 was $12.13.
- F2The shares are beneficially held by AMEC International Investments B.V., which is a direct wholly-owned subsidiary of Amec Foster Wheeler plc and is the beneficial owner of the shares purchased in the Squeeze-Out Merger. The shares may also be deemed to be indirectly beneficially owned by Amec Foster Wheeler plc.