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