SEC Form 4 · accession 0001104659-15-048929
Zep Inc. · ZEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven E Nichols
Officer — SVP & Chief Commercial Officer
Period of report
Jun 26, 2015
Accepted (ET)
Jun 30, 2015 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001408287
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 26, 2015 | D | 80,140 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $13.67 | Jun 26, 2015 | D | 11,420 | D | — | Sep 30, 2024 | Common Stock | 11,420 | 0 | D |
| Performance Share UnitsF3 | — | Jun 26, 2015 | D | 9,231 | D | — | — | Common Stock | 9,231 | 0 | D |
| Performance Share UnitsF4 | — | Jun 26, 2015 | D | 11,055 | D | — | — | Common Stock | 11,055 | 0 | D |
| Share UnitsF5 | — | Jun 26, 2015 | D | 2,102 | D | — | — | Common Stock | 2,102 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to an agreement and plan of merger dated April 7, 2015 by and among issuer, NM Z Parent, Inc. and NM Z Merger Sub Inc. (the "Merger") in which the issuer's common stock holders, as of the effective time of the Merger, June 26, 2015, were entitled to receive the merger consideration of $20.05 per common share.
- F2This option, which provided for vesting in four equal annual installments on October 1 in each of 2015, 2016, 2017 and 2018, was cancelled in the Merger in exchange for a cash payment of $72,859.60, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
- F3This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2014, 2015 and 2016, subject to payout at the target level (9,231 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $185,081.55.
- F4This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2015, 2016 and 2017, subject to payout at the target level (11,055 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $221,652.75.
- F5Share units outstanding under the Zep Inc. Supplemental Deferred Savings Plan ("SDSP") were cancelled pursuant to the Merger in exchange for a cash payment equal to the number of units multiplied by the merger consideration of $20.05. Distributions in the SDSP will occur at such time as a participant terminates employment from Zep Inc. (the surviving entity in the Merger).