SEC Form 4 · accession 0000899243-16-019331
Global Water Resources, Inc. · GWRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Liebman
Officer — See Remarks · Director
Period of report
May 3, 2016
Accepted (ET)
May 5, 2016 · 9:25 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 | 7,200 | — | A | 7,200 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF2 | $2.69 | May 3, 2016 | A | 100,000 | A | — | Nov 13, 2023 | Common Stock | 100,000 | 100,000 | D |
| Stock Appreciation RightF3 | $5.13 | May 3, 2016 | A | 120,000 | A | — | May 7, 2025 | Common Stock | 120,000 | 120,000 | D |
| Phantom Stock UnitF4,F5 | — | May 3, 2016 | A | 20,627 | A | — | — | Common Stock | 20,627 | 20,627 | 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 7,200 shares of the Company's common stock for the 7,200 common shares of GWRC held by the reporting person prior to the consummation of the Merger.
- F2The stock appreciation rights were originally granted on November 14, 2013 (the "2013 SARs") and vest ratably over 16 quarters from the grant date. As of the date of this report, 62,500 of the 2013 SARs are immediately exercisable. The 2013 SARs originally provided the reporting person the right to receive a cash payment equal to the difference between CAD$3.38 per share and the closing price of GWRC's common shares on the exercise date, provided that the closing price was in excess of CAD$3.38 per share. Upon consummation of the Merger, the 2013 SARs were amended such that (i) the exercise price of the 2013 SARs was converted to U.S. dollars and (ii) the value of the 2013 SARs track the performance of the Company's common stock going forward.
- F3The stock appreciation rights were originally granted on May 8, 2015 (the "2015 SARs") and vest in 20% installments on April 1 of each of the first three (3) years following the grant date, with the first installment having vested on April 1, 2016, and a final 40% installment vesting on the fourth (4th) anniversary of the grant date. As of the date of this report, 24,000 of the 2015 SARs are immediately exercisable. The 2015 SARs originally provided the reporting person the right to receive a cash payment equal to the difference between CAD$6.44 per share and the closing price of GWRC's common shares on the exercise date, provided that the closing price was in excess of CAD$6.44 per share. Upon consummation of the Merger, the 2015 SARs were amended such that (i) the exercise price of the 2015 SARs was converted to U.S. dollars and (ii) the value of the 2015 SARs track the performance of the Company's common stock going forward.
- F4Consists of (i) 666 phantom stock units (the "PSUs") originally granted on December 31, 2013, which vest ratably over 12 quarters from the grant date (approximately 222 PSUs per quarter); (ii) 7,721 PSUs originally granted on December 31, 2014, which vest ratably over 12 quarters from the grant date (approximately 1,103 PSUs per quarter); (iii) 12,172 PSUs originally granted on December 31, 2015, which vest ratably over 12 quarters from the grant date (approximately 1,107 PSUs per quarter) and (iv) 68 PSUs originally granted on April 29, 2016, which vested immediately.
- F5(Continued from footnote 4) The PSUs are exercisable upon vesting. The value of the PSUs originally tracked the performance of GWRC's common shares and 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 PSUs were amended such that the value of the PSUs track the performance of the Company's common stock going forward.
Remarks
Chief Financial Officer and Corporate Secretary