SEC Form 4 · accession 0000899243-15-004455

PMFG, Inc. · PMFG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP, CFO & Corp. Sec.

Period of report

Sep 3, 2015

Accepted (ET)

Sep 3, 2015 · 5:21 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001422862

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Sep 3, 2015	D	66,461	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F2	—	Sep 3, 2015	D	40,824	D	—	—	Common Stock	40,824	0	D

F1The shares were cancelled upon completion of PMFG, Inc.'s merger (the "Merger") with and into a wholly-owned subsidiary of CECO Environmental Corp. ("CECO"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2015, among PMFG, Inc. (the "Company"), CECO, Top Gear Acquisition Inc., and Top Gear Acquisition II LLC, each issued and outstanding share of Company common stock was cancelled and converted into the right to receive either (a) 0.6456 shares of CECO common stock, plus cash (without interest) in lieu of any fraction share of CECO common stock that would otherwise be issued or (b) $6.85 in cash, without interest, for each share of Company common stock, depending on the consideration election made by the reporting person and subject to cash/stock elections and the proration procedures set forth in the Merger Agreement.
F2Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding restricted stock unit became fully vested and automatically cancelled and converted into the right to receive $6.85, without interest, per share of Company common stock subject to such restricted stock unit.