SEC Form 4 · accession 0001014108-18-000157
LAYNE CHRISTENSEN CO · LAYN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Michael Anderson
Officer — Senior Vice President and CFO
Period of report
Jun 14, 2018
Accepted (ET)
Jun 14, 2018 · 7:39 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 | 9,000 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF2 | — | Jun 14, 2018 | D | 61,728 | D | — | — | Common Stock | 61,728 | 0 | D |
| Employee Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Performance Restricted Stock UnitsF4 | — | Jun 14, 2018 | D | 48,511 | D | — | — | Common Stock | 48,511 | 0 | D |
| Restricted Stock UnitsF5 | — | Jun 14, 2018 | D | 21,591 | D | — | — | Common Stock | 21,591 | 0 | D |
| Restricted Stock UnitsF6 | — | Jun 14, 2018 | D | 25,212 | D | — | — | Common Stock | 25,212 | 0 | D |
| Performance Restricted Stock UnitsF7 | — | Jun 14, 2018 | D | 59,881 | D | — | — | Common Stock | 59,881 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 2,430 shares of Granite common stock having a market value of $58.11 per share on the effective date of the merger.
- F2These performance restricted stock units were canceled in the merger in exchange for a cash payment of $962,827.17.
- F3This option, which provided for performance vesting, was canceled in the merger in exchange for a cash payment of $69,979.00, 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).
- F4These performance restricted stock units were canceled in the merger in exchange for a cash payment of $756,669.73.
- F5These restricted stock units were canceled in the merger in exchange for a cash payment of $336,774.26.
- F6These restricted stock units were canceled in the merger in exchange for a cash payment of $393,254.25.
- F7These performance restricted stock units were canceled in the merger in exchange for a cash payment of $934,017.85.