SEC Form 4 · accession 0001179110-18-004261

CALGON CARBON Corp · CCC

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

Reporting owner

Randall S. Dearth

Officer — President & CEO · Director

Period of report

Mar 9, 2018

Accepted (ET)

Mar 13, 2018 · 8:57 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	100,959	$21.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right-to-Buy)^F2	$13.71	Mar 9, 2018	D	50,000	D	Aug 1, 2013	Aug 1, 2019	Common Stock	50,000	D
Employee Stock Option (Right-to-Buy)^F2	$17.17	Mar 9, 2018	D	57,095	D	Feb 27, 2014	Feb 27, 2020	Common Stock	57,095	D
Employee Stock Option (Right-to-Buy)^F2	$21.31	Mar 9, 2018	D	64,174	D	May 14, 2015	May 14, 2021	Common Stock	64,174	D
Employee Stock Option (Right-to-Buy)^F2	$20.86	Mar 9, 2018	D	71,023	D	Feb 25, 2016	Feb 25, 2022	Common Stock	71,023	D
Employee Stock Option (Right-to-Buy)^F2	$14.06	Mar 9, 2018	D	80,788	D	Feb 25, 2017	Feb 25, 2023	Common Stock	80,788	D
Employee Stock Option (Right-to-Buy)^F2	$14.37	Mar 9, 2018	D	77,786	D	Mar 2, 2018	Mar 2, 2024	Common Stock	77,786	D
Phantom Stock Units^F3	$0.00	Mar 9, 2018	D	795	D	Mar 9, 2018	Mar 9, 2018	Common Stock	795	D

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. 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 option to purchase shares of Company common stock (each, an "option"), whether vested or unvested, 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 previously subject to such option and (2) the excess, if any, of the merger consideration over the exercise price per share set forth in such option.
F3Pursuant 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.