SEC Form 4 · accession 0000313716-18-000049
HARDINGE INC · HDNG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall D Bahr
Officer — Sr. Vice President, Corp. Dev.
Period of report
May 25, 2018
Accepted (ET)
May 30, 2018 · 3:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000313716
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $12.04 | May 25, 2018 | D | 37,500 | D | — | Jun 5, 2027 | Common Stock | 37,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $12.04 | May 25, 2018 | D | 37,500 | D | — | Jun 5, 2027 | Common Stock | 37,500 | 0 | D |
Explanation of responses
- F1On June 6, 2017, the reporting person was granted an option to purchase 37,500 shares of Hardinge Inc. common stock, which option was to vest in two (2) equal annual installments beginning June 6, 2019. On May 25, 2018, the option was exchanged for an equity interest in Hardinge Holdings, LLC in a tax-free transaction carried out pursuant to a certain Agreement and Plan of Merger, dated as of February 12, 2018, by and among Hardinge Holdings, LLC, Hardinge Merger Sub, Inc., and Hardinge Inc. (hereinafter referred to as the "Merger Agreement"). The amount reported in Column 8 represents the value assigned to the option for purposes of completing the tax-free exchange and is equal to the difference between the market value of the underlying Hardinge Inc. common stock as of the transaction date ($18.50 per share) and the exercise price of the option.
- F2On June 6, 2017, the reporting person was granted an option to purchase 37,500 shares of Hardinge Inc. common stock, which option was to vest upon the completion of certain milestones associated with the economic performance of the issuer over a three year period beginning on the grant date. On May 25, 2018, the option was exchanged for an equity interest in Hardinge Holdings, LLC in a tax-free transaction carried out pursuant to the Merger Agreement. The amount reported in Column 8 represents the value assigned to the option for purposes of completing the tax-free exchange and is equal to the difference between the market value of the underlying Hardinge Inc. common stock as of the transaction date ($18.50 per share) and the exercise price of the option.