0000899243-17-015346.txt : 20170605
0000899243-17-015346.hdr.sgml : 20170605
20170605164409
ACCESSION NUMBER: 0000899243-17-015346
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170601
FILED AS OF DATE: 20170605
DATE AS OF CHANGE: 20170605
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VALSPAR CORP
CENTRAL INDEX KEY: 0000102741
STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851]
IRS NUMBER: 362443580
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1030
BUSINESS ADDRESS:
STREET 1: 1101 SOUTH 3RD STREET
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55415
BUSINESS PHONE: 612-851-7000
MAIL ADDRESS:
STREET 1: P.O. BOX 1461
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55440
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hendrickson Gary E
CENTRAL INDEX KEY: 0001331749
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03011
FILM NUMBER: 17891767
MAIL ADDRESS:
STREET 1: 1101 THIRD STREET SOUTH
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55415
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-06-01
1
0000102741
VALSPAR CORP
VAL
0001331749
Hendrickson Gary E
P. O. BOX 1461
MINNEAPOLIS
MN
55440
1
1
0
0
Chairman, President and CEO
Common Stock
2017-03-30
4
G
0
9456
0.00
D
0
I
Trust
Common Stock
2017-03-30
4
G
0
1642
0.00
D
15001
I
Trust
Common Stock
2017-03-30
4
G
0
35739
0.00
D
0
I
Trust
Common Stock
2017-03-30
4
G
0
33042
0.00
A
104966
D
Common Stock
2017-04-26
4
G
0
23773
0.00
D
51012
I
Trust
Common Stock
2017-04-26
4
G
0
23773
0.00
A
128739
D
Common Stock
2017-06-01
4
A
0
73105
A
201884
D
Common Stock
2017-06-01
4
D
0
201884
113.00
D
0
D
Common Stock
2017-06-01
4
D
0
15001
113.00
D
0
I
Trust
Common Stock
2017-06-01
4
D
0
51102
113.00
D
0
I
Trust
Common Stock
2017-06-01
4
D
0
12420
113.00
D
0
I
Savings and Retirement and Plan
Stock Options (right to buy)
22.68
2017-06-01
4
D
0
25000
D
2018-02-27
Common Stock
25000
0
D
Stock Options (right to buy)
18.01
2017-06-01
4
D
0
101000
D
2018-10-15
Common Stock
101000
0
D
Stock Options (right to buy)
26.37
2017-06-01
4
D
0
151000
D
2019-10-21
Common Stock
151000
0
D
Stock Options (right to buy)
31.57
2017-06-01
4
D
0
94500
D
2020-10-13
Common Stock
94500
0
D
Stock Options (right to buy)
32.34
2017-06-01
4
D
0
180500
D
2021-10-05
Common Stock
180500
0
D
Stock Options (right to buy)
57.47
2017-06-01
4
D
0
121610
D
2022-10-03
Common Stock
121610
0
D
Stock Options (right to buy)
64.78
2017-06-01
4
D
0
101730
D
2023-10-02
Common Stock
101730
0
D
Stock Options (right to buy)
76.85
2017-06-01
4
D
0
82670
D
2024-10-01
Common Stock
82670
0
D
Stock Options (right to buy)
71.88
2017-06-01
4
D
0
140630
D
2025-09-30
Common Stock
140630
0
D
Restricted Stock Units
0.00
2017-06-01
4
D
0
165484
D
Common Stock
165484
0
D
Restricted Stock Units
0.00
2017-06-01
4
D
0
58163
D
Common Stock
58163
0
D
Vesting of PSUs upon effectiveness of the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement") by and between The Valspar Corporation, The Sherwin-Williams Company ("Sherwin-Williams") and Viking Merger Sub Inc., a wholly owned subsidiary of Sherwin-Williams.
Includes 123 shares vested in the Valspar Savings and Retirement Plan from 10/29/2016 through 6/1/2017.
Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such option and (ii) the excess of $113.00 over the exercise price of the option.
All of such options are fully vested, except the options at an exercise price of $76.85, which vest in equal annual installments on October 1, 2015, 2016 and 2017 and the options at an exercise price of $71.88, which vest in equal annual installments on September 30, 2016, 2017 and 2018.
RSUs were to be paid out upon vesting. Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such RSU and (ii) $113.00. Vesting dates range from January 8, 2018 to January 14, 2019.
Restricted stock unit award granted on 9/27/2016, which is after the date of the Merger Agreement. RSUs were to be paid out upon vesting on 9/27/2019. This award will be converted into an equivalent award relating to shares of Sherwin-Williams common stock on the terms set forth in the Merger Agreement.
/s/ Timothy Beastrom, by Power of Attorney
2017-06-05