SEC Form 4 · accession 0001179110-18-004201
CALGON CARBON Corp · CCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Rich Alexander
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 StockF2,F1 | Mar 9, 2018 | D | 24,183 | $21.50 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- 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 (the "merger"). 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 unvested and outstanding share of Company common stock subject to vesting, repurchase or other lapse restrictions (each, a share of "restricted stock), vested and was converted into the right to receive the merger consideration and a cash payment equal to any outstanding cash dividends that accumulated but had not been paid with respect to such restricted stock award.