SEC Form 4 · accession 0000777491-17-000048
CH2M HILL COMPANIES LTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Pennella
Director
Period of report
Dec 15, 2017
Accepted (ET)
Dec 18, 2017 · 1:52 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 | 16,229 | — | D | 0 | D | |
| Common StockF3,F2 | Dec 15, 2017 | D | 8,745 | — | D | 0 | I | By 401(k) plan |
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 | $58.40 | Dec 15, 2017 | D | 1,200 | D | — | — | Common Stock | 1,200 | 0 | D |
| Stock Option (Right to Buy)F4 | $64.83 | Dec 15, 2017 | D | 1,000 | D | — | — | Common Stock | 1,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $47.86 | Dec 15, 2017 | D | 3,085 | D | — | — | Common Stock | 3,085 | 0 | D |
| Stock Option (Right to Buy)F4 | $62.89 | Dec 15, 2017 | D | 2,395 | D | — | — | Common Stock | 2,395 | 0 | D |
Explanation of responses
- F1Includes 15,095.721 shares of common stock, par value $0.01 per share, of CH2M ("CH2M Common Stock") and 1,133 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"). 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 8,745.001 shares of CH2M Common Stock held in the CH2M 401(k) plan disposed of pursuant to the Merger Agreement.
- F4Immediately prior to the effective time of the Merger, each option to purchase CH2M Common Stock 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.