0001181431-13-010167.txt : 20130219
0001181431-13-010167.hdr.sgml : 20130219
20130215164213
ACCESSION NUMBER: 0001181431-13-010167
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130213
FILED AS OF DATE: 20130215
DATE AS OF CHANGE: 20130215
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SHAW GROUP INC
CENTRAL INDEX KEY: 0000914024
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490]
IRS NUMBER: 721106167
STATE OF INCORPORATION: LA
FISCAL YEAR END: 0831
BUSINESS ADDRESS:
STREET 1: 4171 ESSEN LANE
STREET 2: 1ST FLOOR
CITY: BATON ROUGE
STATE: LA
ZIP: 70809
BUSINESS PHONE: 2259322500
MAIL ADDRESS:
STREET 1: 4171 ESSEN LANE
STREET 2: 11TH FLOOR
CITY: BATON ROUGE
STATE: LA
ZIP: 70809
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MANCUSO MICHAEL J.
CENTRAL INDEX KEY: 0001222199
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12227
FILM NUMBER: 13620202
MAIL ADDRESS:
STREET 1: GENERAL DYNAMICS CORPORATION
STREET 2: 2941 FAIRVIEW PARK DRIVE, SUITE 100
CITY: FALLSCHURCH
STATE: VA
ZIP: 22042
FORMER NAME:
FORMER CONFORMED NAME: MANCUSCO MICHAEL J
DATE OF NAME CHANGE: 20030307
4
1
rrd370543.xml
FORM 4
X0306
4
2013-02-13
1
0000914024
SHAW GROUP INC
SHAW
0001222199
MANCUSO MICHAEL J.
4171 ESSEN LANE
BATON ROUGE
LA
70809
1
0
0
0
Common Stock
2013-02-13
4
D
0
6760
D
0
D
Company Stock Options
33.83
2013-02-13
4
D
0
1109
D
2017-01-30
Common Stock
1109
0
D
Company Stock Options
55.57
2013-02-13
4
D
0
1922
D
2018-01-29
Common Stock
1922
0
D
Company Stock Options
29.39
2013-02-13
4
D
0
2405
D
2019-01-28
Common Stock
2405
0
D
Company Stock Options
30.17
2013-02-13
4
D
0
2094
D
2020-01-27
Common Stock
2094
0
D
Company Stock Options
38.59
2013-02-13
4
D
0
2060
D
2021-01-18
Common Stock
2060
0
D
Restricted Stock Units
2013-02-13
4
D
0
2948
D
Common Stock
2948
0
D
Restricted Stock Units
2013-02-13
4
D
0
2213
D
Common Stock
2213
0
D
Pursuant to the Transaction Agreement (the "Transaction Agreement"), dated as of July 30, 2012, by and among The Shaw Group Inc. ("Shaw"), Chicago Bridge & Iron Company N.V. ("CB&I"), and Crystal Acquisition Subsidiary Inc. ("Merger Subsidiary"), Merger Subsidiary merged with and into Shaw (the "Merger"), with Shaw surviving the Merger as a wholly owned subsidiary of CB&I. Upon the effective time of the Merger, each share of Shaw common stock was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash, and (ii) an amount of cash in euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but was instead converted automatically into 0.12883 shares of CB&I common stock (the "Merger Consideration").
This option, which provided for vesting beginning on January 30, 2008, was assumed by CB&I in the Merger and replaced with an option to purchase 1,015 shares of CB&I common stock for $36.95 per share.
This option, which provided for vesting beginning on January 29, 2009, was assumed by CB&I in the Merger and replaced with an option to purchase 1,759 shares of CB&I common stock for $60.70 per share.
This option, which provided for vesting beginning on January 28, 2010, was assumed by CB&I in the Merger and replaced with an option to purchase 2,201 shares of CB&I common stock for $32.11 per share.
This option, which provided for vesting beginning on January 27, 2011, was assumed by CB&I in the Merger and replaced with an option to purchase 1,917 shares of CB&I common stock for $32.96 per share.
This option, which provided for vesting in three equal installments beginning on January 18, 2012, was assumed by CB&I in the Merger and replaced with an option to purchase 1,886 shares of CB&I common stock for $42.15 per share, subject to the same vesting schedule.
Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that is a stock-settled share unit was converted into the right to receive the Merger Consideration.
Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that was granted after July 30, 2012 was converted into restricted stock units with respect to CB&I common stock.
/s/ Michael J. Mancuso pursuant to a Power of Attorney previously filed
2013-02-15