Dear Valued Visitor,

We have noticed that you are using an ad blocker software.

Although advertisements on the web pages may degrade your experience, our business certainly depends on them and we can only keep providing you high-quality research based articles as long as we can display ads on our pages.

To view this article, you can disable your ad blocker and refresh this page or simply login.

We only allow registered users to use ad blockers. You can sign up for free by clicking here or you can login if you are already a member.

Filing Details

Accession Number:
0001104659-19-012428
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-03-04 16:02:33
Reporting Period:
2019-02-05
Accepted Time:
2019-03-04 16:02:33
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1604416 Nexeo Solutions Inc. NXEO Wholesale-Chemicals & Allied Products (5160) 465188282
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1676328 L. Michael Everett C/o Nexeo Solutions, Inc.
3 Waterway Square Place, Suite 1000
The Woodlands TX 77380
Vice President & Treasurer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2019-02-05 2,500 $9.58 1,824,869 No 4 S Direct
Common Stock Disposition 2019-02-28 12,687 $0.00 1,812,182 No 4 D Direct
Common Stock Disposition 2019-02-28 21,000 $0.00 1,791,182 No 4 D Direct
Common Stock Disposition 2019-02-28 1,791,182 $0.00 0 No 4 D Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 D Direct
No 4 D Direct
No 4 D Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Option (Right to Buy) Disposition 2019-02-28 25,000 $2.71 25,000 $7.42
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 D Direct
Footnotes
  1. Pursuant to the terms of the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), by and among Nexeo Solutions, Inc. (the "Issuer"), Univar Inc. ("Univar"), Pilates Merger Sub I Corp and Pilates Merger Sub II LLC, each share of Issuer common stock ("Common Stock") issued and outstanding immediately prior to the Initial Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into (A) 0.305 shares of common stock of Univar, par value $0.01 per share (the "Exchange Ratio") and (B) the right to receive $3.02 in cash, without interest (the "Merger Consideration").
  2. 5,336 of these securities represent shares of Common Stock underlying Issuer restricted shares awards ("RSA") subject to time-based vesting. Pursuant to the Merger Agreement, on February 28, 2019, unvested RSAs outstanding immediately prior to the Initial Effective Time were terminated and canceled immediately prior to the Initial Effective Time and converted into the right to receive the Merger Consideration.
  3. These securities represent shares of Common Stock underlying Issuer performance share units awards ("PSU") subject to performance-based vesting. Pursuant to the Merger Agreement, on February 28, 2019, PSUs outstanding immediately prior to the Initial Effective Time, whether vested or unvested, were terminated and canceled immediately prior to the Initial Effective Time and converted into the right to receive the Merger Consideration with respect to the number of shares of Common Stock subject to such PSU based on actual performance as of the Initial Effective Time as determined by the Compensation Committee of the Issuer's board of directors.
  4. On June 9, 2016, Nexeo Holdco, LLC, a Delaware limited liability company (the "Management Company"), received 1,791,182 shares of Common Stock (the "Founder Shares") as consideration in connection with the business combination of WL Ross Holding Corp. and Nexeo Solutions Holdings, LLC. The Reporting Person holds a direct membership interest in the Management Company. The Reporting Person disclaims beneficial ownership of all securities reported except to the extent of such Reporting Person's pecuniary interest therein. Pursuant to the Merger Agreement, at the Initial Effective Time, each Founder Share ceased to exist and was converted into the right to receive the Merger Consideration.
  5. Represents shares of Common Stock underlying a non-qualified stock option ("Option") award with an exercise price less than the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement). Pursuant to the Merger Agreement, on February 28, 2019, each vested or unvested Option with an exercise price less than the Per Share Cash Equivalent Consideration outstanding immediately prior to the Initial Effective Time was canceled and the underlying shares converted into the right to receive the Per Share Cash Equivalent Consideration (net of the Option exercise price, as described in the Merger Agreement).
  6. The price reflected in this column is the cash payment amount per Option (representing the difference between the Per Share Cash Equivalent Consideration and the Option exercise price). The Reporting Person received a total of $20,556.00 in cash and 2,073 shares of Univar common stock in connection with the exercise such Options.