0001624794-21-000068.txt : 20210817 0001624794-21-000068.hdr.sgml : 20210817 20210817163559 ACCESSION NUMBER: 0001624794-21-000068 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210816 FILED AS OF DATE: 20210817 DATE AS OF CHANGE: 20210817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armes Joseph B CENTRAL INDEX KEY: 0001413614 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37454 FILM NUMBER: 211183201 MAIL ADDRESS: STREET 1: 5420 LYNDON B, JOHNSON FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CSW INDUSTRIALS, INC. CENTRAL INDEX KEY: 0001624794 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 472266942 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 5420 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (214) 884-3777 MAIL ADDRESS: STREET 1: 5420 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: CSWC Newco Corp. DATE OF NAME CHANGE: 20141110 4 1 wf-form4_162923253390395.xml FORM 4 X0306 4 2021-08-16 0 0001624794 CSW INDUSTRIALS, INC. CSWI 0001413614 Armes Joseph B 5420 LYNDON B JOHNSON FWY STE. 500 DALLAS TX 75240-1007 1 1 0 0 Chairman, President & CEO Common Stock 2021-08-16 4 M 0 16000 25.23 A 96481 D Common Stock 2021-08-16 4 S 0 13910 129.56 D 82571 D Common Stock 2021-08-16 4 S 0 2090 130.39 D 80481 D Common Stock 2021-08-16 4 M 0 5000 25.23 A 85481 D Common Stock 2021-08-16 4 G 0 5000 0 D 80481 D Common Stock 2021-08-16 4 S 0 17550 129.54 D 62931 D Common Stock 2021-08-16 4 S 0 200 128.35 D 62731 D Common Stock 9502 I JBA Family Partners, L.P. Option (right to buy) 25.23 2021-08-16 4 M 0 16000 0 D 2015-12-30 2024-08-28 Common Stock 16000.0 47413 D Option (right to buy) 25.23 2021-08-16 4 M 0 5000 0 D 2015-12-30 2024-08-28 Common Stock 5000.0 42413 D Restricted Stock Units Common Stock 19685.0 19685 D Performance Rights Common Stock 27559.0 27559 D Performance Rights Common Stock 31860.0 31860 D Reflects the broker-assisted cashless exercise and sale of non qualified stock options. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.05 to $130.01, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.15 to $130.72, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. Reflects the exercise of non qualified stock options and retention of the underlying shares, through which the reporting person remitted cash to the issuer in satisfaction of the exercise price. Represents shares donated by the Reporting Person to a charitable donor advised fund. The transaction reported includes the sale of 1,800 shares of common stock effected pursuant to a 10b5-1 trading plan established by the reporting person on August 15, 2019. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.10 to $129.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 15, 2019. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.18 to $128.51, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest no earlier than April 26, 2025 upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in three equal amounts, at a rate between 0% and 200%, during three performance cycles ending on each of March 31, 2025, 2026, and 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle ending on each of March 31, 2022, 2023 and 2024 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. /s/Luke E. Alverson, Attorney in Fact 2021-08-17