0001624794-23-000070.txt : 20230816 0001624794-23-000070.hdr.sgml : 20230816 20230816161551 ACCESSION NUMBER: 0001624794-23-000070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230815 FILED AS OF DATE: 20230816 DATE AS OF CHANGE: 20230816 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: 231178396 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 wk-form4_1692216943.xml FORM 4 X0508 4 2023-08-15 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 1 Common Stock 2023-08-15 4 S 0 92 185.69 D 53339 D Common Stock 2023-08-15 4 S 0 164 186.35 D 53175 D Common Stock 2023-08-15 4 S 0 710 187.33 D 52465 D Common Stock 2023-08-15 4 S 0 34 188.09 D 52431 D Common Stock 1500 I JBA Family Partners, L.P. Performance Rights Common Stock 27559 27559 D Restricted Stock Units Common Stock 19685 19685 D Performance Rights Common Stock 26157 26157 D The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on December 12, 2022. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.93 to $185.90, 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 $185.96 to $186.95, 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 $186.96 to $187.90, 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 $188.00 to $188.32, 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 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 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 at a rate between 0% and 200% during a three-year performance cycle ending on each of March 31, 2024, 2025 and 2026 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 2023-08-16