SEC Form 4 · accession 0001014108-18-000156
LAYNE CHRISTENSEN CO · LAYN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Caliel
Director
Period of report
Jun 14, 2018
Accepted (ET)
Jun 14, 2018 · 7:16 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 | 48,738 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 109,409 | D | — | — | Common Stock | 109,409 | 0 | D |
| Performance Restricted Stock UnitsF3 | — | Jun 14, 2018 | D | 375,801 | D | — | — | Common Stock | 375,801 | 0 | D |
| Performance Restricted Stock UnitsF4 | — | Jun 14, 2018 | D | 160,085 | D | — | — | Common Stock | 160,085 | 0 | D |
| Restricted Stock UnitsF5 | — | Jun 14, 2018 | D | 50,286 | D | — | — | Common Stock | 50,286 | 0 | D |
| Restricted Stock UnitsF6 | — | Jun 14, 2018 | D | 71,250 | D | — | — | Common Stock | 71,250 | 0 | D |
| Restricted Stock UnitsF7 | — | Jun 14, 2018 | D | 52,203 | D | — | — | Common Stock | 52,203 | 0 | D |
| Performance Restricted Stock UnitsF8 | — | Jun 14, 2018 | D | 123,988 | D | — | — | Common Stock | 123,988 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 13,159.26 shares of Granite common stock having a market value of $58.11 per share on the effective date of the merger.
- F2This option was canceled in the merger in exchange for a cash payment of $605,896.10, 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).
- F3These performance restricted stock units were canceled in the merger in exchange for a cash payment of $5,861,706.42.
- F4These performance restricted stock units were canceled in the merger in exchange for a cash payment of $2,496,989.82.
- F5These restricted stock units, which are fully vested, were canceled in the merger in exchange for a cash payment of $784,356.00.
- F6These restricted stock units were canceled in the merger in exchange for a cash payment of $1,111,350.38.
- F7These restricted stock units were canceled in the merger in exchange for a cash payment of $814,257.17.
- F8These performance restricted stock units were canceled in the merger in exchange for a cash payment of $1,933,952.43.