SEC Form 4 · accession 0000899243-15-007325

OM GROUP INC · OMG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David B Knowles

Officer — President and COO

Period of report

Oct 28, 2015

Accepted (ET)

Oct 30, 2015 · 1:29 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000899723

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Oct 28, 2015	D	30,700	$34.00	D	77,402	D
Common Stock^F1,F2	Oct 28, 2015	D	25,700	$34.00	D	51,702	D
Common Stock^F3,F2	Oct 28, 2015	D	14,800	$34.00	D	36,902	D
Common Stock^F4,F2	Oct 28, 2015	D	36,400	$34.00	D	502	D
Common Stock^F5	Oct 28, 2015	D	502	$34.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Options (right to buy)^F9,F6	$22.47	Oct 28, 2015	D	14,000	D	—	Apr 8, 2023	Common Stock	14,000	D
Employee Stock Options (right to buy)^F9,F6	$22.47	Oct 28, 2015	D	36,000	D	—	Apr 8, 2023	Common Stock	36,000	D
Employee Stock Options (right to buy)^F9,F7	$32.24	Oct 28, 2015	D	31,700	D	—	Feb 11, 2024	Common Stock	31,700	D
Employee Stock Options (right to buy)^F9,F8	$29.04	Oct 28, 2015	D	46,400	D	—	Feb 10, 2025	Common Stock	46,400	D

Explanation of responses

F1Half of these performance units were disposed of pursuant to a merger agreement, dated May 31, 2015, by and among Duke Acquisition Holdings, LLC, Duke Acquisition, Inc., MacDermid Americas Acquisitions, Inc., and the Issuer (the "Merger Agreement") in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level, plus any earned cash dividend equivalents, with the remaining performance units forfeited back to the Issuer for no consideration.
F2Includes 502 dividend equivalents acquired on outstanding performance units awards and time-based restricted stock units awards through exempt dividend equivalent features.
F3Performance units disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level.
F4Time-based restricted stock units disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per unit.
F5Dividend equivalents on outstanding performance units awards and time-based restricted stock units awards disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per dividend equivalent.
F6These options vested or were to vest in three equal installments on April 8, 2014, 2015 and 2016.
F7These options vested or were to vest in three equal installments on February 11, 2015, 2016, and 2017.
F8These options were to vest in three equal installments on February 10, 2016, 2017 and 2018.
F9Disposed of pursuant to the Merger Agreement in exchange for a cash payment approximately equal to the difference (if positive) between $34.00 and the exercise price of the stock option multiplied by the number of outstanding shares (both vested and unvested) subject to the stock option.