SEC Form 4 · accession 0001140361-18-027379
Willbros Group, Inc.\NEW\ · WGRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
KAM Fund Advisors LLC
10% Owner
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001449732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.05 par valueF2,F3 | Jun 1, 2018 | J | 7,314,596 | $0.60 | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 1, 2018, Primoris Services Corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Waco Acquisition Vehicle, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), dated as of March 27, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
- F2At the effective time of the Merger, each outstanding share of common stock, par value $0.05 per share, of the Issuer ("Common Stock") (other than certain excluded shares), automatically converted into the right to receive $0.60 per share in cash, without interest.
- F3Represents the aggregate number of shares of Common Stock held in investment funds for which KAM Fund Advisors LLC serves as an investment advisor. These shares are included as part of the 10,125,410 shares reported on a Form 4 filed on the date hereof by KKR Credit Advisors (US) LLC. KAM Fund Advisors LLC is a wholly-owned subsidiary of KKR Credit Advisors (US) LLC. KAM Fund Advisors LLC is filing a separate Form 4 due to a limitation on the number of reporting persons that can be included on the Form 4 filed by KKR Credit Advisors (US) LLC.
Remarks
The Reporting Person disclaims beneficial ownership of any securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement.