SEC Form 4 · accession 0001209191-18-048091
SCHULMAN A INC · SHLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W Richardson
Officer — EVP - Chief Financial Officer
Period of report
Aug 21, 2018
Accepted (ET)
Aug 22, 2018 · 9:25 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 | 52,961 | $42.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3 | $32.55 | Aug 21, 2018 | D | 19,210 | D | Jan 11, 2020 | Jan 11, 2027 | Common Stock | 19,210 | 0 | D |
| Stock Option (Right to Buy)F2,F4 | $38.90 | Aug 21, 2018 | D | 15,230 | D | Jan 10, 2021 | Jan 10, 2028 | Common Stock | 15,230 | 0 | D |
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 52,961 CVRs.
- F2Pursuant 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.
- F3In addition to the cash consideration, the reporting person also received 19,210 CVRs.
- F4In addition to the cash consideration, the reporting person also received 15,230 CVRs.