SEC Form 4 · accession 0000899243-18-014949
Covia Holdings Corp · CVIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SCR-Sibelco NV
10% Owner
Period of report
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 5:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001722287
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 31, 2018 | S$0 | 169,550 | — | D | 86,019,653 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As contemplated by the Agreement and Plan of Merger, dated as of December 11, 2017, by and among Covia Holdings Corporation (formerly known as Unimin Corporation, the "Company"), Fairmount Santrol Holdings Inc. ("Fairmount Santrol"), SCR-Sibelco NV (the "Registrant") and other parties named therein providing for the business combination (the "Merger") between the Company and Fairmount Santrol, prior to, and as a condition to, the closing of the Merger, the Company contributed assets comprising its global high purity quartz mining and production business to Sibelco North America, Inc. ("HPQ Co"), in exchange for 100% of the issued and outstanding shares of common stock of HPQ Co and the assumption by HPQ Co of the liabilities relating to the transferred assets.
- F2(Continued from footnote 1) In accordance with the Redemption Agreement, dated as of May 31, 2018, by and between the Company and the Registrant, on May 31, 2018, the Company redeemed 169,550 shares of common stock of the Company held by the Registrant in consideration for all of the shares of HPQ Co transferred to the Registrant by the Company.
- F3On June 1, 2018, immediately prior to the closing of the Merger, the Company effected a 89.0403467639676 for 1 stock split of its common stock, resulting in Sibelco's ownership of 86,019,653 shares of Company common stock.