SEC Form 4 · accession 0000801898-17-000051
JOY GLOBAL INC · JOY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew S Kulasa
Officer — VP, Controller and CAO
Period of report
Apr 5, 2017
Accepted (ET)
Apr 7, 2017 · 6:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000801898
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 5, 2017 | A | 4,625 | $0.00 | A | 19,275 | D | |
| Common StockF2 | Apr 5, 2017 | D | 6,652 | — | D | 12,623 | D | |
| Common StockF3 | Apr 5, 2017 | D | 12,623 | $28.30 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $21.69 | Apr 5, 2017 | D | 1,333 | D | Dec 8, 2011 | Dec 8, 2018 | Common Stock | 1,333 | 0 | D |
| Employee Stock Option (right to buy)F4 | $12.19 | Apr 5, 2017 | D | 15,600 | D | Dec 7, 2016 | Dec 7, 2025 | Common Stock | 15,600 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of July 21, 2016 (the Merger Agreement), by and among Joy Global, Inc. (the Company), Komatsu America Corp. (KAC), Pine Solutions, Inc., a wholly owned subsidiary of KAC (Merger Sub) and, solely for the purposes specified therein, Komatsu Ltd., at the effective time of the transactions contemplated by the Merger Agreement (the Merger), the number of shares covered by this performance share award was fixed at the target number of performance shares thereunder.
- F2Pursuant to the Merger Agreement, at the effective time of the Merger, each of these restricted stock units was converted into a long-term incentive award that entitles the holder to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30, subject to the same vesting terms that applied to the restricted stock unit as of immediately prior to the effective time of the Merger.
- F3Pursuant to the Merger Agreement, at the effective time of the Merger, each of these shares of Company stock (including shares reported in Table I that were covered by outstanding equity awards) was converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30.
- F4Pursuant to the Merger Agreement, at the effective time of the Merger, each vested and unvested stock option was cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company stock subject to such option and (ii) the excess, if any, of the per share merger consideration of $28.30 over the exercise price per share of the Company stock subject to such option. All other options held by the reporting person were cancelled in the Merger as the exercise price of each such option was greater than the per share merger consideration of $28.30.