SEC Form 4 · accession 0000777491-17-000038

CH2M HILL COMPANIES LTD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jacqueline C. Hinman

Officer — Chairman and CEO · Director

Period of report

Dec 15, 2017

Accepted (ET)

Dec 18, 2017 · 11:42 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000777491

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1,F2	Dec 15, 2017	D	83,147	—	D	D
Common Stock^F3,F2	Dec 15, 2017	D	3,643	—	D	I	By 401(k) plan
Common Stock^F4,F2	Dec 15, 2017	D	7,713	—	D	I	By DCP Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F5	$57.64	Dec 15, 2017	D	12,732	D	—	—	Common Stock	12,732	D
Stock Option (Right to Buy)^F5	$69.43	Dec 15, 2017	D	24,305	D	—	—	Common Stock	24,305	D
Stock Option (Right to Buy)^F5	$47.86	Dec 15, 2017	D	35,259	D	—	—	Common Stock	35,259	D
Stock Option (Right to Buy)^F5	$62.89	Dec 15, 2017	D	35,777	D	—	—	Common Stock	35,777	D

Explanation of responses

F1Includes 61,793.343 shares of common stock, par value $0.01 per share, of CH2M ("CH2M Common Stock") and 21,354 shares of Restricted Stock Units ("RSU") disposed of pursuant to the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among Jacobs Engineering Group Inc. ("Jacobs"), Basketball Merger Sub Inc. ("Merger Sub") and CH2M HILL Companies, Ltd. ("CH2M"), pursuant to which Merger Sub will merge with and into CH2M (the "Merger") with CH2M surviving the Merger as a wholly-owned direct subsidiary of Jacobs.
F2On December 15, at the effective time of the Merger, each share of CH2M Common Stock was converted into the right to receive, at the election of the holder of such share and subject to proration and adjustment procedures, either (i) mixed consideration consisting of $52.85 in cash, without interest, and 0.6677 shares of common stock, par value $1.00 per share, of Jacobs ("Jacobs Common Stock"), (ii) cash consideration consisting of $88.08 in cash, without interest or (iii) stock consideration consisting of 1.6693 shares of Jacobs Common Stock (the "Merger Consideration"). Direct holders of CH2M Common Stock who did not make a timely election received the mixed consideration described in clause (i) above. Participants in the 401(k) Plan who did not submit a timely election instruction received the form of Merger Consideration determined by the independent fiduciary of the 401(k) Plan.
F3Includes 3,642.596 shares of CH2M Common Stock held in the CH2M 401(k) plan disposed of pursuant to the Merger Agreement.
F4Includes 7,713.267 shares of CH2M Common Stock held in the CH2M Deferred Compensation Trust disposed of pursuant to the Merger Agreement. The administrator of the Deferred Compensation Plan determined the form of Merger Consideration to be credited to the reporting person's DCP Trust Account.
F5Immediately prior to the effective time of the Merger, each option to purchase CH2M Common Stock was accelerated with respect to one hundred percent (100%) of the shares of CH2M Common Stock underlying and cancelled in exchange for a cash payment calculated in accordance to the Merger Agreement.