SEC Form 4 · accession 0001681459-17-000122
TechnipFMC plc · FTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Julian Waldron
Officer — EVP & Chief Operating Officer
Period of report
Jan 17, 2017
Accepted (ET)
Jan 18, 2017 · 7:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001681459
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Jan 17, 2017 | A | 150,600 | — | A | 150,600 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3,F4 | — | Jan 17, 2017 | A | 47,200 | A | — | Jun 17, 2018 | Ordinary Shares | 47,200 | 47,200 | D |
| Stock Option (Right to Buy)F2,F3,F5 | — | Jan 17, 2017 | A | 30,158 | A | — | Jun 15, 2019 | Ordinary Shares | 30,158 | 30,158 | D |
| Stock Option (Right to Buy)F2,F3,F6 | — | Jan 17, 2017 | A | 34,000 | A | — | Jun 14, 2021 | Ordinary Shares | 34,000 | 34,000 | D |
| Stock Option (Right to Buy)F2,F3,F7 | — | Jan 17, 2017 | A | 72,000 | A | — | Sep 7, 2023 | Ordinary Shares | 72,000 | 72,000 | D |
| Stock Option (Right to Buy)F2,F3,F8 | — | Jan 17, 2017 | A | 72,000 | A | — | Jul 1, 2024 | Ordinary Shares | 72,000 | 72,000 | D |
Explanation of responses
- F1Pursuant to the Business Combination Agreement, dated as of June 14, 2016 (the "BCA") by and among the Issuer, FMC Technologies, Inc. ("FMCTI") and Technip S.A. ("Technip"), each ordinary share of Technip beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA (the "Effective Time") was exchanged for 2.00 ordinary shares of the Issuer (the "Exchange Ratio").
- F2Pursuant to the BCA, each option to purchase or subscribe for Technip ordinary shares (a "Technip Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to purchase ordinary shares of the Issuer (an "Issuer Option"), subject to the terms of the BCA.
- F3Pursuant to the BCA, (i) the number of ordinary shares of the Issuer subject to each Issuer Option is equal to the product of (x) the number of ordinary shares of Technip subject to the Technip Option immediately prior to the Effective Time and (y) the Exchange Ratio (rounded down to the nearest whole number) and (ii) each Issuer Option has an exercise price per ordinary share of the Issuer equal to (a) the exercise price per ordinary share of Technip immediately prior to the Effective Time divided by (b) the Exchange Ratio (rounded up to the nearest whole cent), subject to the terms of the BCA.
- F4The option is fully vested and immediately exercisable at an exercise price of 36.35EUR per ordinary share.
- F5The option is fully vested and immediately exercisable at an exercise price of 37.27EUR per ordinary share.
- F6The option will vest on June 14, 2017 and will be exercisable at an exercise price of 42.87EUR per ordinary share.
- F7The option will vest on September 7, 2019 and will be exercisable at an exercise price of 23.92EUR per ordinary share.
- F8The option will vest on July 1, 2020 and will be exercisable at an exercise price of 24.17EUR per ordinary share.