0000950157-23-000320.txt : 20230328 0000950157-23-000320.hdr.sgml : 20230328 20230328175834 ACCESSION NUMBER: 0000950157-23-000320 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230327 FILED AS OF DATE: 20230328 DATE AS OF CHANGE: 20230328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schuele Craig CENTRAL INDEX KEY: 0001383278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33209 FILM NUMBER: 23770985 MAIL ADDRESS: STREET 1: C/O ALTRA INDUSTRIAL MOTION INC. STREET 2: 300 GRANITE STREET CITY: BRAINTREE STATE: MA ZIP: 02184 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Altra Industrial Motion Corp. CENTRAL INDEX KEY: 0001374535 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 611478870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 GRANITE STREET STREET 2: SUITE 201 CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 781-917-0600 MAIL ADDRESS: STREET 1: 300 GRANITE STREET STREET 2: SUITE 201 CITY: BRAINTREE STATE: MA ZIP: 02184 FORMER COMPANY: FORMER CONFORMED NAME: Altra Holdings, Inc. DATE OF NAME CHANGE: 20060905 4 1 form4.xml X0407 4 2023-03-27 true 0001374535 Altra Industrial Motion Corp. AIMC 0001383278 Schuele Craig C/O ALTRA INDUSTRIAL MOTION CORP. 300 GRANITE STREET SUITE 201 BRAINTREE MA 02184 true VP Marketing and Business Dev false Common Stock, par value $0.001 2023-03-27 4 D 0 65202 D 0 D Restricted Stock Unit 2023-03-27 4 D 0 8949 D Common Stock 8949 0 D Restricted Stock Unit 2023-03-27 4 D 0 2103 D Common Stock 2103 0 D Restricted Stock Unit 2023-03-27 4 D 0 691 D Common Stock 691 0 D Restricted Stock Unit 2023-03-27 4 D 0 574 D Common Stock 574 0 D Restricted Stock Unit 2023-03-27 4 A 0 2795 A Common Stock 2795 2795 D Restricted Stock Unit 2023-03-27 4 D 0 2795 D Common Stock 2795 0 D Restricted Stock Unit 2023-03-27 4 A 0 8460 A Common Stock 8460 8460 D Restricted Stock Unit 2023-03-27 4 D 0 8460 D Common Stock 8460 0 D Stock Option (Right to Buy) 45.05 2023-03-27 4 D 0 11216 D Common Stock 11216 0 D Stock Option (Right to Buy) 59.4 2023-03-27 4 D 0 5524 D Common Stock 5524 0 D Stock Option (Right to Buy) 34.78 2023-03-27 4 D 0 9181 D Common Stock 9181 0 D Stock Option (Right to Buy) 30.65 2023-03-27 4 D 0 13115 D Common Stock 13115 0 D This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 26, 2022, by and among the Issuer, Regal Rexnord Corporation, a Wisconsin corporation ("Parent"), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Issuer will become a wholly owned subsidiary of Parent (the "Merger"), effective as of the effective time of the Merger (the "Effective Time") on March 27, 2023. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was converted into the right to receive $62.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled. Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject only to time-based vesting requirements (each, a "Company RSU") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) (x) the Merger Consideration multiplied by (y) the number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time plus (ii) an amount in cash equal to any accumulated and unpaid dividend equivalents. Pursuant to the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject to performance-based vesting requirements (each, a "Company PSU") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (A)(i) with respect to a Company PSU granted in calendar year (x) 2021, 100% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time and (y) 2022, 150% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time, in each case, multiplied by (ii) the Merger Consideration plus (B) an amount in cash equal to any accumulated and unpaid dividend equivalents. The number of PSUs includes any accrued dividend equivalents and has been rounded up to the nearest whole share. Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding option to purchase shares of Common Stock (each, a "Company Option") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled in exchange for the right to receive an amount in cash, without interest, equal to (i) the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. Each Company RSU and Company PSU represented a contingent right to receive one share of Common Stock. As permitted by the terms of the Merger Agreement, the Issuer accelerated the vesting, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement, of all of the outstanding and unvested equity awards held by Mr. Schuele. /s/ Todd Patriacca, Attorney-in-fact 2023-03-28