SEC Form 4 · accession 0001209191-18-048095
SCHULMAN A INC · SHLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stacy R Walter
Officer — EVP - Internal Audit
Period of report
Aug 21, 2018
Accepted (ET)
Aug 22, 2018 · 9:32 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 | 9,559 | $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)F3,F4 | $32.55 | Aug 21, 2018 | D | 2,400 | D | Jan 11, 2020 | Jan 11, 2027 | Common Stock | 2,400 | 0 | D |
| Stock Option (Right to Buy)F3,F5 | $38.90 | Aug 21, 2018 | D | 1,900 | D | Jan 10, 2021 | Jan 10, 2028 | Common Stock | 1,900 | 0 | D |
Explanation of responses
- F1Includes 1,212 shares acquired in aggregate 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 9,559 CVRs.
- F3Pursuant 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.
- F4In addition to the cash consideration, the reporting person also received 2,400 CVRs.
- F5In addition to the cash consideration, the reporting person also received 1,900 CVRs.