SEC Form 4 · accession 0000899243-15-004461
PMFG, Inc. · PMFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Taylor
Officer — Vice President
Period of report
Sep 3, 2015
Accepted (ET)
Sep 3, 2015 · 5:26 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 StockF1 | Sep 3, 2015 | D | 39,382 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2 | — | Sep 3, 2015 | D | 15,947 | D | — | — | Common Stock | 15,947 | 0 | D |
| Non Qualified Stock OptionF3,F4 | $4.5975 | Sep 3, 2015 | D | 2,000 | D | Jan 11, 2007 | Jan 11, 2016 | Common Stock | 2,000 | 0 | D |
| Non Qualified Stock OptionF3,F4 | $4.5975 | Sep 3, 2015 | D | 2,000 | D | Jan 11, 2008 | Jan 11, 2016 | Common Stock | 2,000 | 0 | D |
| Non Qualified Stock OptionF3,F4 | $4.5975 | Sep 3, 2015 | D | 2,000 | D | Jan 11, 2009 | Jan 11, 2016 | Common Stock | 2,000 | 0 | D |
| Non Qualified Stock OptionF3,F4 | $4.5975 | Sep 3, 2015 | D | 2,000 | D | Jan 11, 2010 | Jan 11, 2016 | Common Stock | 2,000 | 0 | D |
Explanation of responses
- 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.
- F3These options were previously reported on January 12, 2006, as covering a total of 500 shares at an exercise price of $18.39 per share, but were adjusted to reflect the two-for-one stock split that occurred on June 8, 2007 and the subsequent reorganization of the Company that occurred on August 15, 2008, which had the same effect as an additional two-for-one stock split.
- F4Pursuant to the Merger Agreement, upon the completion of the Merger, each outstanding stock option became fully vested and automatically cancelled and converted into the right to receive the excess of $6.85 over the exercise price per share of Company common stock for each share of Company common stock issuable upon exercise of such stock option.