SEC Form 4 · accession 0001014108-18-000158
LAYNE CHRISTENSEN CO · LAYN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven F Crooke
Officer — Sr. VP and General Counsel
Period of report
Jun 14, 2018
Accepted (ET)
Jun 14, 2018 · 8:16 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 | 6,921 | — | 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)F2 | — | Jun 14, 2018 | D | 3,750 | D | — | — | Common Stock | 3,750 | 0 | D |
| Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 17,527 | D | — | — | Common Stock | 17,527 | 0 | D |
| Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 11,476 | D | — | — | Common Stock | 11,476 | 0 | D |
| Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 8,569 | D | — | — | Common Stock | 8,569 | 0 | D |
| Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 9,333 | D | — | — | Common Stock | 9,333 | 0 | D |
| Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 15,430 | D | — | — | Common Stock | 15,430 | 0 | D |
| Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 14,977 | D | — | — | Common Stock | 14,977 | 0 | D |
| Stock Option (right to buy)F2 | — | Jun 14, 2018 | D | 14,969 | D | — | — | Common Stock | 14,969 | 0 | D |
| Stock Option (right to buy)F3 | — | Jun 14, 2018 | D | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Performance SharesF4 | — | Jun 14, 2018 | D | 113,879 | D | — | — | Common Stock | 113,879 | 0 | D |
| Performance SharesF5 | — | Jun 14, 2018 | D | 48,511 | D | — | — | Common Stock | 48,511 | 0 | D |
| Restricted Stock UnitsF6 | — | Jun 14, 2018 | D | 1,718 | D | — | — | Common Stock | 1,718 | 0 | D |
| Restricted Stock UnitsF7 | — | Jun 14, 2018 | D | 15,238 | D | — | — | Common Stock | 15,238 | 0 | D |
| Restricted Stock UnitsF8 | — | Jun 14, 2018 | D | 21,591 | D | — | — | Common Stock | 21,591 | 0 | D |
| Restricted Stock UnitsF9 | — | Jun 14, 2018 | D | 15,819 | D | — | — | Common Stock | 15,819 | 0 | D |
| Performance SharesF10 | — | Jun 14, 2018 | D | 37,572 | D | — | — | Common Stock | 37,572 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 1,868.67 shares of Granite common stock having a market value of $58.11 per share on the effective date of the merger.
- F10These performance restricted stock units were canceled in the merger in exchange for a cash payment of $586,044.30.
- F2This option was canceled in the merger without consideration.
- F3This option was canceled in the merger in exchange for a cash payment of $110,668.50, 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 $1,776,273.25.
- F5These performance restricted stock units were canceled in the merger in exchange for a cash payment of $756,669.73.
- F6These restricted stock units were canceled in the merger in exchange for a cash payment of $26,797.19.
- F7These restricted stock units were canceled in the merger in exchange for a cash payment of $237,680.80.
- F8These restricted stock units were canceled in the merger in exchange for a cash payment of $336,774.26.
- F9These restricted stock units were canceled in the merger in exchange for a cash payment of $246,743.18.