SEC Form 4 · accession 0000899243-16-028383
AXIALL CORP/DE/ · AXLL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick J Fleming
Director
Period of report
Aug 31, 2016
Accepted (ET)
Sep 2, 2016 · 8:01 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000805264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| AXLL Common StockF1,F2,F3,F4 | Aug 31, 2016 | D | 17,415 | — | D | 0 | D | |
| AXLL Common StockF1,F2,F5 | Aug 31, 2016 | D | 7,452 | — | D | 0 | I | By the Fleming Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger dated as of June 10, 2016 (the "Merger Agreement") among the Issuer, Westlake Chemical Corporation ("Westlake") and Lagoon Merger Sub, Inc., a wholly owned subsidiary of Westlake ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as as a wholly-owned subsidiary of Westlake.
- F2Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer common stock was canceled and converted into the right to receive $33.00 in cash (the "Merger Consideration"). The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F3Includes (i) 3,474 shares underlying restricted share unit awards with respect to Issuer common stock which, pursuant to the Merger Agreement, at the effective time of the Merger, was assumed by Westlake and converted into restricted share unit awards with respect to Westlake common stock (which are intended to be settled in cash to the extent permitted by the terms of the applicable award agreement for the restricted share unit awards with respect to Issuer common stock),
- F4(Continued from footnote 3) with the total number of shares of Westlake common stock underlying each such restricted share unit award determined by multiplying the number of shares underlying restricted share unit awards with respect to Issuer common stock immediately prior to the effective time of the Merger by an exchange ratio set forth in the Merger Agreement and rounded to the nearest whole share and (ii) 522 shares underlying stock options which were converted into the right to receive a cash payment equal to the Merger Consideration minus the exercise prices of such options.
- F5The reporting person and his spouse are the Trustees of the Fleming Trust.