0001641991-22-000053.txt : 20220405 0001641991-22-000053.hdr.sgml : 20220405 20220405161451 ACCESSION NUMBER: 0001641991-22-000053 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220405 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Easley Jaime Manson CENTRAL INDEX KEY: 0001652121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37393 FILM NUMBER: 22806975 MAIL ADDRESS: STREET 1: C/O SPX CORPORATION STREET 2: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPX FLOW, Inc. CENTRAL INDEX KEY: 0001641991 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 473110748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: (704) 752 4400 MAIL ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 FORMER COMPANY: FORMER CONFORMED NAME: SPX Flow, Inc. DATE OF NAME CHANGE: 20150511 4 1 wf-form4_164918967540786.xml FORM 4 X0306 4 2022-04-05 1 0001641991 SPX FLOW, Inc. FLOW 0001652121 Easley Jaime Manson C/O SPX FLOW, INC. 13320 BALLANTYNE CORPORATE PLACE CHARLOTTE NC 28277 0 1 0 0 VP and CFO Common Stock 2022-04-05 4 J 0 15029 D 8497 D Common Stock 2022-04-05 4 D 0 8497 86.50 D 0 D Common Stock 2022-04-05 4 D 0 1256 86.50 D 0 I 401(k) Restricted Stock Unit 0.0 2022-04-05 4 D 0 3090 D Common Stock 3090.0 0 D Restricted Stock Unit 0.0 2022-04-05 4 D 0 2764 D Common Stock 2764.0 0 D Pursuant to that certain Contribution Agreement by and between Reporting Person and LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company ("Parent"), dated as of April 5, 2022, Reporting Person rolled over 15,029 shares of common stock in exchange for equity interests in an affiliate of Parent having an aggregate value of $1,300,008.50. Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2021, by and among the Company, Parent, and Redwood Star Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, in exchange for a cash payment of $86.50 per share. The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 27, 2021. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, each Restricted Stock Unit was automatically canceled and converted into the right to receive an amount in cash, without interest and less applicable taxes, equal to (1) the total number of shares of common stock subject to such Restricted Stock Unit multiplied by (2) $86.50. The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 24, 2022. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. Peter Ryan, Attorney In Fact for Jaime M. Easley 2022-04-05