SEC Form 4 · accession 0001104659-17-066304
Nexeo Solutions, Inc. · NXEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ross Crane
Officer — See Remarks
Period of report
Nov 2, 2017
Accepted (ET)
Nov 6, 2017 · 4:10 pm EST
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 StockF1 | Nov 2, 2017 | A | 22,911 | $0.00 | A | 22,911 | D | |
| Common StockF2,F3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $7.42 | Nov 2, 2017 | A | 68,733 | A | — | Nov 2, 2027 | Common Stock | 68,733 | 68,733 | D |
| Performance Share UnitF5 | — | Nov 2, 2017 | A | 22,911 | A | — | Sep 30, 2020 | Common Stock | 22,911 | 22,911 | D |
Explanation of responses
- F1Shares of Restricted Stock granted pursuant to the terms of the Nexeo Solutions, Inc. 2016 Long Term Incentive Plan.
- 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.
- F3On 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 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.
- F4The option vests in three equal annual installments beginning on November 2, 2018.
- F5Performance Share Units granted pursuant to the Nexeo Solutions, Inc. 2016 Long Term Incentive Plan. Each Performance Share Unit represents a contingent right to receive a certain number of shares of the Issuer's common stock, to be determined based upon the attainment of certain performance goals set forth in the Performance Share Unit Agreement, dated November 2, 2017, by and between the Issuer and the Reporting Person, for the performance period beginning on October 1, 2017 to September 30, 2020. The vesting of the Reporting Person's Performance Share Units is tied to the return on invested capital during the performance period, as well as the satisfaction of certain time-based vesting conditions during the period beginning on the date of grant and ending on the date of settlement of the Performance Share Unit. These achievements may result in a payout ranging between 0% and 200% of the target.
Remarks
Executive Vice President and Chief Financial Officer