SEC Form 4 · accession 0000777491-17-000043
CH2M HILL COMPANIES LTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carlo Orsenigo
Officer — Executive Vice President
Period of report
Dec 15, 2017
Accepted (ET)
Dec 18, 2017 · 1:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000777491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 15, 2017 | D | 2,081 | — | D | 0 | 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)F3 | $58.40 | Dec 15, 2017 | D | 400 | D | — | — | Common Stock | 400 | 0 | D |
| Stock Option (Right to Buy)F3 | $64.83 | Dec 15, 2017 | D | 300 | D | — | — | Common Stock | 300 | 0 | D |
| Stock Option (Right to Buy)F3 | $51.14 | Dec 15, 2017 | D | 400 | D | — | — | Common Stock | 400 | 0 | D |
| Stock Option (Right to Buy)F3 | $62.89 | Dec 15, 2017 | D | 1,500 | D | — | — | Common Stock | 1,500 | 0 | D |
Explanation of responses
- F1Includes 1,066.23 shares of common stock, par value $0.01 per share, of CH2M ("CH2M Common Stock") and 1,015 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 instruction received the mixed consideration described in clause (i) above.
- F3Immediately 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.