SEC Form 4 · accession 0001104659-19-012434
Nexeo Solutions, Inc. · NXEO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gabriela Garcia
Officer — Controller
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 4:02 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 StockF2 | Feb 28, 2019 | D | 3,032 | $0.00 | D | 5,000 | D | |
| Common StockF3 | Feb 28, 2019 | D | 5,000 | $0.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), by and among Nexeo Solutions, Inc. (the "Issuer"), Univar Inc. ("Univar"), Pilates Merger Sub I Corp and Pilates Merger Sub II LLC, each share of Issuer common stock ("Common Stock") issued and outstanding immediately prior to the Initial Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into (A) 0.305 shares of common stock of Univar, par value $0.01 per share (the "Exchange Ratio") and (B) the right to receive $3.02 in cash, without interest (the "Merger Consideration").
- F23,032 of these securities represent shares of Common Stock underlying Issuer restricted shares awards ("RSA") subject to time-based vesting. Pursuant to the Merger Agreement, on February 28, 2019, unvested RSAs outstanding immediately prior to the Initial Effective Time were terminated and canceled immediately prior to the Initial Effective Time and converted into the right to receive the Merger Consideration.
- F3These securities represent shares of Common Stock underlying Issuer performance share units awards ("PSU") subject to performance-based vesting. Pursuant to the Merger Agreement, on February 28, 2019, PSUs outstanding immediately prior to the Initial Effective Time, whether vested or unvested, were terminated and canceled immediately prior to the Initial Effective Time and converted into the right to receive the Merger Consideration with respect to the number of shares of Common Stock subject to such PSU based on actual performance as of the Initial Effective Time as determined by the Compensation Committee of the Issuer's board of directors.