SEC Form 4 · accession 0001225208-17-001262
FMC TECHNOLOGIES INC · FTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay A. Nutt
Officer — VP, Controller and Treasurer
Period of report
Jan 12, 2017
Accepted (ET)
Jan 17, 2017 · 8:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001135152
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 12, 2017 | A | 18,007 | $36.00 | A | 142,652 | D | |
| Common Stock | Jan 12, 2017 | F | 14,205 | $36.00 | D | 128,447 | D | |
| Common StockF1 | Jan 17, 2017 | J | 128,447 | $0.00 | D | 0 | D | |
| Common Stock | Jan 12, 2017 | A | 137 | $36.00 | A | 30,310 | I | By Qualified 401(k) Plan |
| Common StockF1 | Jan 17, 2017 | J | 30,310 | $0.00 | D | 0 | I | By Qualified 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF2,F3,F4 | $0.00 | Jan 12, 2017 | A | 1,486 | A | — | — | Common Stock | 1,486 | 43,870 | D |
| Phantom Stock UnitsF5 | $0.00 | Jan 17, 2017 | J | 43,870 | D | — | — | Common Stock | 43,870 | 0 | D |
Explanation of responses
- F1Pursuant to the Business Combination Agreement, dated as of June 14, 2016 (the "Business Combination Agreement") by and among TechnipFMC plc ("TechnipFMC"), FMC Technologies, Inc. ("FMCTI") and Technip S.A. ("Technip"), each ordinary share of FMCTI beneficially owned by the Reporting Person at the effective time of the transaction contemplated by the Business Combination Agreement will be exchanged for 1.00 ordinary share of TechnipFMC.
- F2N/A
- F3Phantom Stock Units are payable in cash following termination or retirement of the reporting person's employment with FMC Technologies, Inc., or death.
- F4A participant's interest in the NQ Plan is represented in units (referred to as Phantom Stock Units) which consist of phantom shares of FMC Technologies, Inc. Common Stock and uninvested cash balances held by the NQ Plan for administrative convenience.
- F5Pursuant to the Business Combination Agreement, the FMCTI Phantom Stock Units will be converted into an equal number of units consisting of phantom shares over an equal number of ordinary shares of TechnipFMC and uninvested cash balances held by the NQ Plan.