0001127602-20-012419.txt : 20200401 0001127602-20-012419.hdr.sgml : 20200401 20200401153431 ACCESSION NUMBER: 0001127602-20-012419 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200401 FILED AS OF DATE: 20200401 DATE AS OF CHANGE: 20200401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITAROTONDA JAMES A CENTRAL INDEX KEY: 0001254583 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15147 FILM NUMBER: 20765231 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE 17TH FL CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OMNOVA SOLUTIONS INC CENTRAL INDEX KEY: 0001090061 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 341897652 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 25435 HARVARD RD CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2166827000 MAIL ADDRESS: STREET 1: 25435 HARVARD RD CITY: BEACHWOOD STATE: OH ZIP: 44122 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2020-04-01 1 0001090061 OMNOVA SOLUTIONS INC OMN 0001254583 MITAROTONDA JAMES A C/O BARINGTON CAPTIAL GROUP, L.P. 888 SEVENTH AVENUE, 6TH FLOOR NEW YORK NY 10019 1 Common Shares 2020-04-01 4 D 0 700472 10.15 D 0 I By Barington Companies Equity Partners, L.P. Common Shares 2020-04-01 4 D 0 65684 10.15 D 0 I By Barington Companies Investors, LLC Phantom Shares 2020-04-01 4 D 0 9850.3508 10.15 D Common Shares 9850.3508 0 I By Plan Restricted Share Units 2020-04-01 4 D 0 51394 10.15 D Common Shares 51394 0 D On July 3, 2019, OMNOVA Solutions Inc. ("OMNOVA") announced it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Synthomer plc, Spirit USA Holdings Inc., and Synthomer USA LLC, pursuant to which the Company would merge with and into Spirit USA Holdings Inc., a wholly-owned subsidiary of Synthomer, subject to shareholder and regulatory approvals and other customary conditions (the "Merger"). The Merger became effective on April 1, 2020. Under the terms of the Merger Agreement, each OMNOVA common share, par value $0.10 per share, outstanding immediately prior to the effectiveness of the Merger was converted into the right to receive $10.15 in cash, without interest (the "Merger Consideration"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. The Reporting Person is the sole stockholder and director of LNA Capital Corp. LNA Capital Corp. is the general partner of Barington Capital Group, L.P., which is the majority member of Barington Companies Investors, LLC ("Barington Investors"). Barington Investors is the general partner of Barington Companies Equity Partners, L.P. Pursuant to the terms of an Investment Advisory Agreement between Barington Investors and MSF Partners, LLLP ("MSF"), Barington Investors is an investment advisor to MSF and manages an investment account on its behalf holding the number of Common Shares cited above. Under the terms of the Merger Agreement, each phantom share issued by OMNOVA was converted into the right to receive the Merger Consideration. The Merger became effective on April 1, 2020. Under the terms of the Merger Agreement, each unvested restricted share unit granted by OMNOVA was converted into the right to receive the Merger Consideration. /s/ James A. Mitarotonda 2020-04-01