SEC Form 4 · accession 0001179110-18-004199

CALGON CARBON Corp · CCC

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

Reporting owner

Director

Period of report

Mar 9, 2018

Accepted (ET)

Mar 13, 2018 · 5:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000812701

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 9, 2018	D	191,775	$21.50	D	0	D
Common Stock^F1	Mar 9, 2018	D	1,100	$21.50	D	0	I	By Spouse

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock Units^F2	$0.00	Mar 9, 2018	D	4,055	D	Mar 9, 2018	Mar 9, 2018	Common Stock	4,055	0	D

F1On September 21, 2017, Calgon Carbon Corporation (the "Company"), Kuraray Co., Ltd., a company organized under the laws of Japan ("Kuraray"), Kuraray Holdings U.S.A., Inc., a Delaware corporation ("Parent") and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement"), pursuant to which, on March 9, 2018, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray. On March 9, 2018, each issued and outstanding share of Company common stock was automatically converted into the right to receive cash in an amount equal to $21.50, without interest (the "merger consideration").
F2Pursuant to the merger agreement, on March 9, 2018, each outstanding and unexercised Company phantom stock unit (each, a "phantom stock unit") award terminated and was converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Company common stock subject to such phantom stock unit award, including any dividends credited with respect thereto, and (2) the merger consideration.