SEC Form 4 · accession 0001209191-18-048082
SCHULMAN A INC · SHLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
James A Mitarotonda
Director
Period of report
Aug 21, 2018
Accepted (ET)
Aug 22, 2018 · 9:12 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 | Aug 21, 2018 | D | 34,910 | $42.00 | D | 0 | D | |
| Common StockF2,F3,F4 | Aug 21, 2018 | D | 322,678 | $42.00 | D | 0 | I | By Barington Companies Equity Partners, L.P |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed 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 34,910 CVRs.
- F2In addition to the cash consideration, 322,678 CVRs were issued to Barington Companies Equity Partners, L.P.
- F3The Reporting Person's relationship to Barington Companies Equity Partners, L.P. is described in this footnote. The Reporting Person is the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of Barington Companies Investors, LLC. Barington Companies Investors, LLC is the general partner of Barington Companies Equity Partners, L.P.
- F4The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.