SEC Form 3 · accession 0001104659-16-127851
Nexeo Solutions, Inc. · NXEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa P. Britt
Officer — See Remarks
Period of report
Jun 9, 2016
Accepted (ET)
Jun 16, 2016 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | holding | — | — | — | 1,791,182 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Payment RightF1,F3 | $0.00 | holding | — | — | — | — | Jun 30, 2021 | Common Stock | 311,166 | — | I |
Explanation of responses
- F1On June 9, 2016, Nexeo Holdco, LLC, a Delaware limited liability company (the "Management Company"), received 1,791,182 shares of common stock and 311,166 deferred payment rights as consideration in connection with the business combination of WL Ross Holding Corp. and Nexeo Solutions Holdings, LLC (the "Business Combination"). The Reporting Person holds a direct membership interest in the Management Company. The Reporting Person disclaims beneficial ownership of all securities reported except to the extent of such Reporting Person's pecuniary interest therein.
- F2Includes 268,433 shares of common stock subject to forfeiture on June 9, 2026 unless certain targets tied to the trading price of the Issuer's common stock are satisfied or the Issuer completes a liquidation, merger, stock exchange or similar transaction.
- F3In accordance with the terms of the merger agreement pursuant to which the Business Combination was consummated, a portion of the consideration received by the Management Company was rights to receive future deferred payments in cash from the Issuer. Such deferred cash payments will be in an amount equal to the Issuer's prevailing stock price at the time the Issuer pays such deferred cash payment multiplied by the number of deferred payment rights (the "Deferred Cash Consideration"); provided, that if the Issuer so elects, it may fund the Deferred Cash Consideration earlier through equity sales, in which case the Deferred Cash Consideration would equal the proceeds received in the applicable equity offering from the sale of a number of shares of common stock equal to the number of Deferred Payment Rights.
Remarks
Executive Vice President and Chief Human Resources Officer Exhibit List: Exhibit 24.1 - Power of Attorney