0001660690-19-000135.txt : 20191009
0001660690-19-000135.hdr.sgml : 20191009
20191009111816
ACCESSION NUMBER: 0001660690-19-000135
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191007
FILED AS OF DATE: 20191009
DATE AS OF CHANGE: 20191009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ghasemi Seifi
CENTRAL INDEX KEY: 0001334296
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37664
FILM NUMBER: 191143940
MAIL ADDRESS:
STREET 1: 100 OVERLOOK CENTER
CITY: PRINCETON
STATE: NJ
ZIP: 08540
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Versum Materials, Inc.
CENTRAL INDEX KEY: 0001660690
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890]
IRS NUMBER: 475632014
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 8555 SOUTH RIVER PARKWAY
CITY: TEMPE
STATE: AZ
ZIP: 85284
BUSINESS PHONE: 602-282-1000
MAIL ADDRESS:
STREET 1: 8555 SOUTH RIVER PARKWAY
CITY: TEMPE
STATE: AZ
ZIP: 85284
FORMER COMPANY:
FORMER CONFORMED NAME: Versum Materials, LLC
DATE OF NAME CHANGE: 20151210
4
1
wf-form4_157063427293934.xml
FORM 4
X0306
4
2019-10-07
1
0001660690
Versum Materials, Inc.
VSM
0001334296
Ghasemi Seifi
VERSUM MATERIALS, INC.
8555 SOUTH RIVER PARKWAY
TEMPE
AZ
85284
1
0
0
0
Common Stock
2019-10-07
4
D
0
204287.572
D
3124
D
Common Stock
2019-10-07
4
D
0
3124
D
0
D
On October 7, 2019, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 12, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
Reflects shares of Issuer common stock ("Common Stock"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain excluded shares) automatically converted into the right to receive $53.00 in cash, without interest (the "Merger Consideration").
Reflects time vesting restricted stock units ("RSUs"). At the Effective Time, each outstanding RSU was automatically canceled and converted into the right to receive a deferred cash payment (a "Converted RSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted RSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award.
/s/ Scott J. Depta, as attorney-in-fact
2019-10-09