0000899243-20-003574.txt : 20200207
0000899243-20-003574.hdr.sgml : 20200207
20200207100757
ACCESSION NUMBER: 0000899243-20-003574
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200207
FILED AS OF DATE: 20200207
DATE AS OF CHANGE: 20200207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mink Kim Ann
CENTRAL INDEX KEY: 0001660951
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33124
FILM NUMBER: 20585165
MAIL ADDRESS:
STREET 1: 259 PROSPECT PLAINS RD.
STREET 2: BLDG A
CITY: CRANBURY
STATE: NJ
ZIP: 08512
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Innophos Holdings, Inc.
CENTRAL INDEX KEY: 0001364099
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160]
IRS NUMBER: 201380758
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 259 PROSPECT PLAINS ROAD
CITY: CRANBURY
STATE: NJ
ZIP: 08512
BUSINESS PHONE: (609) 495 2495
MAIL ADDRESS:
STREET 1: 259 PROSPECT PLAINS ROAD
CITY: CRANBURY
STATE: NJ
ZIP: 08512
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-02-07
1
0001364099
Innophos Holdings, Inc.
IPHS
0001660951
Mink Kim Ann
259 PROSPECT PLAINS ROAD, BUILDING A
CRANBURY
NJ
08512
1
1
0
0
Chairman, CEO, President
Common Stock, par value $0.001 per share
2020-02-07
4
D
0
85574
D
0
D
Performance Shares
2020-02-07
4
D
0
9016
D
Common Stock
9016
0
D
Performance Shares
2020-02-07
4
D
0
13350
D
Common Stock
13350
0
D
Performance Shares
2020-02-07
4
D
0
20708
D
Common Stock
20708
0
D
Stock Option (Right to Buy)
29.04
2020-02-07
4
D
0
55195
D
2025-12-14
Common Stock
55195
0
D
Stock Option (Right to Buy)
31.11
2020-02-07
4
D
0
83152
D
2026-04-01
Common Stock
83152
0
D
Stock Option (Right to Buy)
52.51
2020-02-07
4
D
0
40235
D
2027-04-03
Common Stock
40235
0
D
Stock Option (Right to Buy)
39.28
2020-02-07
4
D
0
73333
D
2028-04-02
Common Stock
73333
0
D
Stock Option (Right to Buy)
31.03
2020-02-07
4
D
0
149828
D
2029-04-01
Common Stock
149828
0
D
Pursuant to the Agreement and Plan of Merger among the Issuer, Iris Parent LLC ("Parent") and Iris Merger Sub 2019, Inc. dated as of October 20, 2019, the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time") on February 7, 2020. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), (including each restricted share) was automatically converted into the right to receive $32.00 in cash, without interest.
Each performance share represented the right to receive shares of Common Stock, subject to the achievement of certain performance measures. Pursuant to the Merger Agreement, as of the Effective Time, each performance share outstanding and unvested immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the target number of shares of Common Stock subject to such performance share multiplied by (ii) $32.00, plus the amount of any accrued but unpaid dividend equivalents associated with such performance share, less any applicable tax withholding.
Pursuant to the Merger Agreement, each stock option outstanding and unexercised immediately prior to the Effective Time immediately vested (if unvested) and was converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such stock option multiplied by (ii) the excess of (x) $32.00 over (y) the exercise price payable in respect of each share of Common Stock subject to such stock option, less any applicable tax withholding; provided, however, that stock options with an exercise price equal to or greater than $32.00 were cancelled without the right to receive any cash payment in consideration thereof.
/s/ Joshua S. Horenstein, as Attorney-in-Fact
2020-02-07