SEC Form 4 · accession 0000899243-17-027662
LAPOLLA INDUSTRIES INC · LPAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay C Nadel
Director · Other
Period of report
Nov 30, 2017
Accepted (ET)
Nov 30, 2017 · 3:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000875296
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, PV $.01 | Nov 21, 2017 | G | 278,284 | $0.00 | D | 11,955,851 | D | |
| Common Stock, PV $.01F1 | Nov 30, 2017 | D | 11,955,851 | $1.03 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F2 | $0.42 | Nov 30, 2017 | D | 100,000 | D | — | Apr 28, 2019 | Common Stock | 100,000 | 0 | D |
| Option (Right to Buy)F3 | $0.35 | Nov 30, 2017 | D | 450,000 | D | — | Dec 22, 2022 | Common Stock | 450,000 | 0 | D |
| Option (Right to Buy)F4 | $0.50 | Nov 30, 2017 | D | 100,000 | D | — | Jan 5, 2025 | Common Stock | 100,000 | 0 | D |
Explanation of responses
- F1Effective November 30, 2017, pursuant to that certain Agreement and Plan of Merger, dated October 4, 2017, by and among Icynene U.S. Holding Corp. ("Parent"), Blaze Merger Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Lapolla Industries, Inc. (the "Issuer"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"). As consideration for the Merger, each share of Issuer common stock was cancelled and extinguished and converted into the right to receive $1.03 in cash (the "Per Share Merger Consideration").
- F2This option, which provided for vesting in two equal annual installments beginning on April 30, 2015, was cancelled in the Merger in exchange for a cash payment of $61,000, representing, for each share for which the option was exercisable, the difference between the exercise price of the option and the Per Share Merger Consideration.
- F3This option, which provided for vesting in three equal annual installments beginning on December 31, 2014, was cancelled in the Merger in exchange for a cash payment of $306,000, representing, for each share for which the option was exercisable, the difference between the exercise price of the option and the Per Share Merger Consideration.
- F4This option, which provided for vesting in three equal annual installments beginning on December 31, 2017, was cancelled in the Merger in exchange for a cash payment of $53,000, representing, for each share for which the option was exercisable, the difference between the exercise price of the option and the Per Share Merger Consideration.