SEC Form 4 · accession 0001014108-18-000152
LAYNE CHRISTENSEN CO · LAYN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert R Gilmore
Director
Period of report
Jun 14, 2018
Accepted (ET)
Jun 14, 2018 · 6:01 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 | 22,962 | — | 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 | 279 | D | — | — | Common Stock | 279 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 3,000 | D | — | — | Common Stock | 3,000 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 1,309 | D | — | — | Common Stock | 1,309 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 706 | D | — | — | Common Stock | 706 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 2,721 | D | — | — | Common Stock | 2,721 | 0 | D |
| Stock Option (right to buy)F4 | — | Jun 14, 2018 | D | 14,937 | D | — | — | Common Stock | 14,937 | 0 | D |
| Restricted Stock UnitsF5 | — | Jun 14, 2018 | D | 5,650 | D | — | — | Common Stock | 5,650 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 6,199.74 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 $4,353.87.
- F3This option was canceled in the merger without consideration.
- F4This option was canceled in the merger in exchange for a cash payment of $127,829.35, 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).
- F5These restricted stock units were canceled in the merger in exchange for a cash payment of $88,128.14.