0001140361-23-048744.txt : 20231018
0001140361-23-048744.hdr.sgml : 20231018
20231018172007
ACCESSION NUMBER: 0001140361-23-048744
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231018
FILED AS OF DATE: 20231018
DATE AS OF CHANGE: 20231018
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LISMAN BRUCE M
CENTRAL INDEX KEY: 0001280910
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14962
FILM NUMBER: 231332883
MAIL ADDRESS:
STREET 1: C/O MERCHANTS BANK
STREET 2: 275 KENNEDY DR
CITY: S. BURLINGTON
STATE: VT
ZIP: 05403
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CIRCOR INTERNATIONAL INC
CENTRAL INDEX KEY: 0001091883
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490]
IRS NUMBER: 043477276
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O CIRCOR INC
STREET 2: 30 CORPORATE DR., SUITE 200
CITY: BURLINGTON
STATE: MA
ZIP: 01803-4238
BUSINESS PHONE: 7812701200
MAIL ADDRESS:
STREET 1: C/O CIRCOR INC
STREET 2: 30 CORPORATE DR., SUITE 200
CITY: BURLINGTON
STATE: MA
ZIP: 01803-4238
4
1
form4.xml
X0508
4
2023-10-18
true
0001091883
CIRCOR INTERNATIONAL INC
CIR
0001280910
LISMAN BRUCE M
30 CORPORATE DRIVE, SUITE 200
BURLINGTON
MA
01803
true
false
Common Stock
2023-10-18
4
M
0
3780
0
A
18417
D
Common Stock
2023-10-18
4
D
0
18417
D
0
D
Restricted Stock Unit
0
2023-10-18
4
M
0
3780
0
D
2033-03-17
Common Stock
3780
0
D
Pursuant to the Agreement and Plan of Merger dated June 5, 2023 (as amended on June 26, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on June 29, 2023 by Amendment No. 2 to Agreement and Plan of Merger, the "Merger Agreement"), by and among CIROCR International, Inc. ("CIRCOR"), Cube BidCo, Inc., a Delaware corporation ("Parent"), and Cube Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which Cube Merger Sub, Inc. merged with and into CIRCOR, with CIRCOR remaining as the surviving corporation, at the effective time of the Merger (the "Effective Time"), (continued in Footnote 2)
each issued and outstanding share of common stock, par value $0.01 per share, of CIRCOR ("Company Common Stock"), immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $56.00, without interest (the "Merger Consideration"), and as of the Effective Time, all such shares of Company Common Stock are no longer outstanding and were automatically cancelled and cease to exist.
The Restricted Stock Units ("RSUs") were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on March 17, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU vested in full.
Paul Caron, their attorney in fact
2023-10-18