SEC Form 4 · accession 0001225208-15-022103

· CYT

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

Reporting owner

Daniel G Darazsdi

Officer — VP, Chief Financial Officer

Period of report

Nov 30, 2015

Accepted (ET)

Dec 11, 2015 · 2:35 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000912513

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 9, 2015	D	4,910	$75.25	D	0	D
Common Stock^F2	Nov 30, 2015	A	331	$0.00	A	506	I	Savings Plan
Common Stock^F3	Dec 9, 2015	D	506	$75.25	D	0	I	Savings Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option Right to buy^F4	$44.54	Dec 9, 2015	D	27,526	D	—	Jan 25, 2025	Common Stock	27,526	D
Option Right to buy^F4	$50.915	Dec 9, 2015	D	21,244	D	—	Aug 3, 2024	Common Stock	21,244	D
Restricted Stock Unit^F5	$0.00	Dec 9, 2015	D	3,044	D	Jan 26, 2018	—	Common Stock	3,044	D
Restricted Stock Unit 2014^F5	$0.00	Dec 9, 2015	D	2,580	D	—	—	Common Stock	2,580	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger by and among Cytec Industries Inc., Solvay SA and Tulip Acquisition Inc. dated as of July 28, 2015 (as amended, the "Merger Agreement"), each of these shares was cancelled at the effective time of the merger and converted into the right to receive $75.25 in cash , less any applicable tax withholding. The total shares include restricted stock which were converted in the same manner but will not be payable until July 1, 2016, or later if a deferral election was made.
F2Number of shares allocated to employee's account under the Cytec Employees' Saving Plan by reason of employee and employer contributions, employee transfers and dividend reinvestments made during the period of January 1-November 30, 2015. Per share prices range from $42.99 (low) to $74.87 (high).
F3Pursuant to the Agreement and Plan of Merger by and among Cytec Industries Inc., Solvay SA and Tulip Acquisition Inc. dated as of July 28, 2015 (as amended, the "Merger Agreement"), each of these shares was cancelled at the effective time of the merger and converted into the right to receive $75.25 in cash , less any applicable tax withholding.
F4Pursuant to the Merger Agreement, each outstanding and unexercised option or stock appreciation right ("SAR"), as applicable, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product obtained by multiplying (a) the number of shares underlying such option or SAR, as applicable, by (b) the excess, if any, of the per share value of the merger consideration of $75.25 over the per share exercise price of the option or SAR, as applicable, less any applicable tax withholding.
F5Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU"), was cancelled at the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares of underlying such RSU, by (b) the merger consideration of $75.25, less any applicable tax withholding payable without interest on the scheduled vesting date of the RSU, or earlier in some circumstances.