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