SEC Form 4 · accession 0001209191-17-042655
Alon USA Energy, Inc. · ALJ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Oster
Officer — Sr. VP-Mergers & Acquisitions
Period of report
Jul 1, 2017
Accepted (ET)
Jul 3, 2017 · 8:32 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001325955
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3 | Jul 1, 2017 | D | 61,943 | $0.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes shares of unvested restricted Company common stock that were granted to the Reporting Person under the Company's 2005 Incentive Compensation Plan that, pursuant to the Merger Agreement, vested immediately prior to the effective time of the Merger, and each such share of restricted Company common stock was converted at the effective time of the Merger into a restricted stock award denominated in shares of HoldCo common stock.
- F2On July 1, 2017, pursuant to the Agreement and Plan of Merger dated as of January 2, 2017 (the "Merger Agreement"), among Delek US Holdings, Inc. ("Delek"), Delek Holdco, Inc., ("HoldCo"), Dione Mergeco, Inc., Astro Mergeco, Inc., and Alon USA Energy, Inc. (the "Company"), as amended by the First Amendment to the Merger Agreement, dated as of February 27, 2017, and the Second Amendment to the Merger Agreement, dated as of April 21, 2017, Astro Mergeco, Inc. merged with and into the Company pursuant to the terms of the Merger Agreement, with the Company continuing as the surviving entity (the "Merger"). As a result, the Company is a subsidiary of HoldCo.
- F3Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (other than Company common stock held by Delek or any subsidiary of Delek) converted into the right to receive 0.504 shares of HoldCo common stock, with cash paid in lieu of fractional shares.