SEC Form 4 · accession 0001287151-18-000122
XERIUM TECHNOLOGIES INC · XRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillip B. Kennedy
Officer — EVP, GC & Secretary
Period of report
Oct 17, 2018
Accepted (ET)
Oct 17, 2018 · 4:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001287151
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 17, 2018 | D | 40 | $13.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitF2 | — | Oct 17, 2018 | D | 33,937 | D | — | — | Common Stock | 33,937 | 0 | D |
| Phantom Stock UnitF3 | — | Oct 17, 2018 | D | 18,222 | D | — | — | Common Stock | 18,222 | 0 | D |
Explanation of responses
- F1Represents the conversion of outstanding shares of common stock of Xerium Technologies, Inc. (the "Company") into the right to receive $13.50 per share in connection with the merger of the Company with an indirect wholly owned subsidiary of Andritz AG on October 17, 2018 (the "Merger"), pursuant to an Agreement and Plan of Merger dated June 24, 2018.
- F2Each Phantom Stock Unit ("2018 Units") is the economic equivalent of one share of the Company's common stock and was awarded pursuant to the Company's 2018 Long-Term Incentive Plan. In connection with the Merger, on October 17, 2018, the 2018 Units vested and were converted into the right to receive 13.50 per unit.
- F3Each Phantom Stock Unit ("2017 Units") is the economic equivalent of one share of the Company's common stock and was awarded pursuant to the Company's 2017 Long-Term Incentive Plan. In connection with the Merger, on October 17, 2018, the 2017 Units vested and were converted into the right to receive $13.50 per unit.