FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PHIBRO ANIMAL HEALTH CORP [ PAHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/14/2014 | J(1) | 48,300,000 | D | (1) | 0 | I | See footnote(2) | ||
Class A Common Stock | 04/14/2014 | J(1) | 21,348,600 | A | (1) | 21,348,600 | I | See footnote(2) | ||
Class A Common Stock | 04/14/2014 | J(3) | 21,348,600 | D | (3) | 0 | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to purchase Common Stock(4) | $5.23 | 04/14/2014 | J(1) | 875,000 | 01/29/2009 | 08/01/2014 | Common Stock | 875,000 | (1) | 0 | I | See footnote(2) | |||
Warrant to purchase Class A Common Stock(4) | $11.83 | 04/14/2014 | J(1) | 386,750 | 01/29/2009 | 08/01/2014 | Class A Common Stock | 386,750 | (1) | 386,750 | I | See footnote(2) | |||
Warrant to purchase Class A Common Stock(4) | $11.83 | 04/14/2014 | J(3) | 386,750 | 01/29/2009 | 08/01/2014 | Class A Common Stock | 386,750 | (3) | 0 | I | See footnote(2) | |||
Warrant to purchase Class B Common Stock(4) | $11.83 | 04/14/2014 | J(3) | 386,750 | 01/29/2009 | 08/01/2014 | Class B Common Stock | 386,750 | (3) | 386,750 | I | See footnote(2) | |||
Class B Common Stock | $0 | 04/14/2014 | J(3) | 21,348,600 | (3) | (3) | Class A Common Stock | 21,348,600 | (3) | 21,348,600 | I | See footnote(2) |
Explanation of Responses: |
1. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed with the Secretary of State of Delaware on April 14, 2014 (the "Amended and Restated Certificate"), each share of Common Stock was reclassified as and converted into 0.442 shares of a single class of Class A Common Stock, resulting in an exempt disposition to the Issuer pursuant to Rule 16b-7(a)(2), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-7(a)(1), in each case, as promulgated under the Securities Exchange Act of 1934. |
2. The Common Stock and the warrant to purchase Common Stock are held by BFI Co., LLC. Mr. Bendheim, a reporting person, director and officer of the Issuer, exercises voting and dispositive power over BFI Co., LLC and may be deemed to have shared voting and investment power over the shares and warrant held by BFI Co., LLC. Mr. Bendheim disclaims beneficial ownership of these shares and warrant except to the extent of his pecuniary interest therein. |
3. Pursuant to an Exchange Agreement among the Issuer, BFI Co., LLC and Mayflower, L.P., which became effective on April 14, 2014, BFI Co., LLC exchanged its shares of Class A Common Stock for an equal number of shares of Class B Common Stock of the Issuer. Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock in accordance with the Amended and Restated Certificate. |
4. The reporting person has not consummated any transaction in the derivative security reported on this line. The information on this line is included for informational purposes because the reclassification and exchange affects the securities underlying the derivative security reported on this line. |
/s/ Thomas G. Dagger as Attorney-in-Fact for Jack C. Bendheim | 04/16/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |