SEC Form 4 · accession 0000950103-19-003078
Livent Corp. · LTHM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Schneberger
Officer — Vice President and COO
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 4:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001742924
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 1, 2019 | A | 38,300 | — | A | 71,683 | 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)F4 | $8.29 | Mar 1, 2019 | A | 41,389 | A | Feb 27, 2020 | Feb 27, 2027 | Common Stock | 41,389 | 41,389 | D |
| Stock Option (Right to Buy)F4 | $12.26 | Mar 1, 2019 | A | 25,253 | A | Feb 15, 2021 | Feb 15, 2028 | Common Stock | 25,253 | 25,253 | D |
Explanation of responses
- F1Represents the grant of restricted stock units ("Livent RSUs") with respect to shares of common stock of Livent Corporation ("Livent"), par value $0.001 per share ("Livent Common Stock"), upon the conversion of restricted stock units with respect to shares of common stock of FMC Corporation ("FMC"), par value $0.10 per share ("FMC Common Stock"), held by the Reporting Person as of March 1, 2019, in accordance with the terms of the Amended and Restated Employee Matters Agreement, dated as of February 4, 2019, by and between Livent and FMC ("EMA") and the anti-dilution adjustment provisions under the FMC Incentive Compensation and Stock Plan ("FMC Plan"), in connection with the prorata spinoff distribution ("Distribution") by FMC of all of its shares of Livent Common Stock to the holders of record of FMC Common Stock on February 25, 2019 ("Record Date").
- F2The Livent RSUs were granted pursuant to the Livent Corporation Incentive Compensation and Stock Plan ("Livent Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding FMC restricted stock units.
- F3Reflects shares of Livent Common Stock received in connection with the Distribution in respect of the shares of FMC Common Stock held as of the Record Date.
- F4Represents the grant of stock options to purchase Livent Common Stock ("Livent Options") upon the conversion of stock options to purchase FMC Common Stock ("FMC Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the FMC Plan, in connection with the Distribution. The Livent Options were granted pursuant to the Livent Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding FMC Options.