SEC Form 4 · accession 0001014108-18-000150
LAYNE CHRISTENSEN CO · LAYN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A B Brown
Director
Period of report
Jun 14, 2018
Accepted (ET)
Jun 14, 2018 · 5:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000888504
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 14, 2018 | D | 50,213 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF2 | — | Jun 14, 2018 | D | 28,813 | D | — | — | Common Stock | 28,813 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 6,084 | D | — | — | Common Stock | 6,084 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 7,752 | D | — | — | Common Stock | 7,752 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 10,331 | D | — | — | Common Stock | 10,331 | 0 | D |
| Stock Option (right to buy)F4 | — | Jun 14, 2018 | D | 52,783 | D | — | — | Common Stock | 52,783 | 0 | D |
| Stock Option (right to buy)F5 | — | Jun 14, 2018 | D | 46,584 | D | — | — | Common Stock | 46,584 | 0 | D |
| Stock Option (right to buy)F6 | — | Jun 14, 2018 | D | 44,811 | D | — | — | Common Stock | 44,811 | 0 | D |
| Restricted Stock UnitsF7 | — | Jun 14, 2018 | D | 8,475 | D | — | — | Common Stock | 8,475 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 13,557.51 shares of Granite common stock having a market value of $58.11 per share on the effective date of the merger.
- F2These Phantom Stock Units were accrued under the Layne Christensen Company Deferred Compensation Plan for Directors and were canceled in the merger in exchange for a cash payment of $449,048.46.
- F3This option was canceled in the merger without consideration.
- F4This option was canceled in the merger in exchange for a cash payment of $137,652.79, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share).
- F5This option was canceled in the merger in exchange for a cash payment of $484,841.61, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share).
- F6This option was canceled in the merger in exchange for a cash payment of $383,488.06, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share).
- F7These restricted stock units were canceled in the merger in exchange for a cash payment of $132,192.20.