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