SEC Form 4 · accession 0000899243-16-019328
Global Water Resources, Inc. · GWRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L Rita Theil
Director
Period of report
May 3, 2016
Accepted (ET)
May 5, 2016 · 9:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434728
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 3, 2016 | A | 2,666 | — | A | 2,666 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Phantom UnitF2 | — | May 3, 2016 | A | 49,337 | A | — | — | Common Stock | 49,337 | 49,337 | D |
Explanation of responses
- F1On May 3, 2016, Global Water Resources, Inc. (the "Company") completed its merger (the "Merger") with GWR Global Water Resources Corp. ("GWRC") pursuant to which GWRC merged with and into the Company, with the Company surviving as a Delaware corporation. Holders of GWRC's common shares received one share of the Company's common stock for each then outstanding common share of GWRC. As a result, the reporting person received 2,666 shares of the Company's common stock for the 2,666 common shares of GWRC held by the reporting person prior to the consummation of the Merger.
- F2The deferred phantom units ("DPUs") were originally granted at monthly and quarterly intervals from 2010 through the date of this report and became fully vested upon grant. The DPUs originally provided the reporting person the right to receive a cash payment, the value of which, on a particular date, was to be the market value of the equivalent number of GWRC common shares at that date. Upon consummation of the Merger, the DPUs were amended such that the value of the DPUs track the performance of the Company's common stock going forward. The DPUs are only permitted to be redeemed upon the reporting person ceasing to be a director of the Company and do not have a set expiration date.