SEC Form 4 · accession 0001209191-18-048071
SCHULMAN A INC · SHLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph M Gingo
Officer — President & CEO · Director
Period of report
Aug 21, 2018
Accepted (ET)
Aug 22, 2018 · 8:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000087565
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 21, 2018 | D | 296,783 | $42.00 | D | 0 | D | |
| Common StockF3 | Aug 21, 2018 | D | 10,000 | $42.00 | D | 0 | I | By Joseph M. Gingo Trust |
| Common StockF4 | Aug 21, 2018 | D | 17,500 | $42.00 | D | 0 | I | By Linda L. Gingo Trust |
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 BuyF5,F6 | $32.55 | Aug 21, 2018 | D | 43,750 | D | Jan 11, 2020 | Jan 11, 2027 | Common Stock | 43,750 | 0 | D |
| Option Right to BuyF5,F7 | $38.90 | Aug 21, 2018 | D | 34,680 | D | Jan 10, 2021 | Jan 10, 2028 | Common Stock | 34,680 | 0 | D |
Explanation of responses
- F1Includes 688 shares acquired by the reporting person in accordance with the provisions of the A. Schulman, Inc. Employee Stock Purchase Plan.
- F2Disposed of pursuant to the merger agreement (the "Merger Agreement") between the issuer, LyondellBasell Industries N.V and LYB Americas Holdco Inc. In addition to the cash consideration, each shareholder will also receive one contingent value right ("CVR") per share or, with respect to equity awards, per share underlying each such equity award. Each CVR will represent the right to receive contingent cash payments from certain net proceeds, if any are recovered, relating to claims arising from the issuer's acquisition of its Citadel subsidiary or the acquisition by Citadel's subsidiary, the Matrixx Group, Incorporated of its Lucent subsidiary, including from certain ongoing litigation against the former owners of the issuer's Citadel subsidiary and the former owners of A. Schulman's Lucent subsidiary and the related government investigations. Reporting person will receive 296,783 CVRs.
- F3In addition to the cash consideration, the Joseph M. Gingo Trust also received 10,000 CVRs.
- F4In addition to the cash consideration, the Linda L. Gingo Trust also received 17,500 CVRs.
- F5Pursuant to the Merger Agreement, all outstanding options were settled for merger consideration equal to $42.00 less the exercise price of the option and one CVR for each share of common stock underlying the option.
- F6In addition to the cash consideration, the reporting person also received 43,750 CVRs.
- F7In addition to the cash consideration, the reporting person also received 34,680 CVRs.