SEC Form 4 · accession 0001225208-15-022118

· CYT

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

Reporting owner

Roy Smith

Officer — VP, Gen Counsel & Sec

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	30,336	$75.25	D	0	D
Common Stock^F2,F1	Dec 9, 2015	D	30,000	$75.25	D	0	I	Individual Retirement Account
Common Stock^F3	Nov 30, 2015	A	1,163	$0.00	A	35,794	I	Savings Plan
Common Stock^F1	Dec 9, 2015	D	35,794	$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
Deferred Stock Award^F4	—	Dec 9, 2015	D	47,660	D	—	—	Common Stock	47,660	D
Option Right to buy^F5	$25.745	Dec 9, 2015	D	29,600	D	—	Jan 25, 2021	Common Stock	29,600	D
Option Right to buy^F5	$44.54	Dec 9, 2015	D	20,749	D	—	Jan 25, 2025	Common Stock	20,749	D
Option Right to buy^F5	$18.795	Dec 9, 2015	D	38,700	D	—	Jan 27, 2020	Common Stock	38,700	D
Option Right to buy^F5	$11.225	Dec 9, 2015	D	40,000	D	—	Jan 28, 2019	Common Stock	40,000	D
Option Right to buy^F5	$44.135	Dec 9, 2015	D	17,800	D	—	Jan 28, 2024	Common Stock	17,800	D
Option Right to buy^F5	$25.165	Dec 9, 2015	D	28,640	D	—	Jan 29, 2022	Common Stock	28,640	D
Option Right to buy^F5	$36.535	Dec 9, 2015	D	21,472	D	—	Jan 29, 2023	Common Stock	21,472	D
Restricted Stock Unit^F6	$0.00	Dec 9, 2015	D	2,306	D	Jan 26, 2018	—	Common Stock	2,306	D
Restricted Stock Unit^F6	$0.00	Dec 9, 2015	D	2,236	D	Jan 29, 2017	—	Common Stock	2,236	D
Restricted Stock Unit^F6	$0.00	Dec 9, 2015	D	2,680	D	Jan 30, 2016	—	Common Stock	2,680	D
Stock Appreciation Right^F5	$26.24	Dec 9, 2015	D	36,500	D	—	Jan 28, 2018	Common Stock	36,500	D
Stock Appreciation Right^F5	$29.11	Dec 9, 2015	D	13,500	D	—	Jan 30, 2017	Common Stock	13,500	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.
F22,000 shares beneficial ownership disclaimed; owned by wife
F3Number 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).
F4Pursuant to the Merger Agreement, each right to receive shares of our common stock on a deferred basis ("Deferred Stock Award"), was cancelled and converted into a right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares underlying the Deferred Stock Award, by (b) the merger consideration of $75.25, less any applicable tax withholding payable at various times in the future depending on the recipient's previous deferral elections, but not before July 1, 2016.
F5Pursuant 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.
F6Pursuant 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.