0001660690-19-000149.txt : 20191009 0001660690-19-000149.hdr.sgml : 20191009 20191009204009 ACCESSION NUMBER: 0001660690-19-000149 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191007 FILED AS OF DATE: 20191009 DATE AS OF CHANGE: 20191009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: White John Jeffrey CENTRAL INDEX KEY: 0001686099 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37664 FILM NUMBER: 191145173 MAIL ADDRESS: STREET 1: 1919 VULTEE STREET CITY: ALLENTOWN STATE: PA ZIP: 18103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Versum Materials, Inc. CENTRAL INDEX KEY: 0001660690 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 475632014 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 8555 SOUTH RIVER PARKWAY CITY: TEMPE STATE: AZ ZIP: 85284 BUSINESS PHONE: 602-282-1000 MAIL ADDRESS: STREET 1: 8555 SOUTH RIVER PARKWAY CITY: TEMPE STATE: AZ ZIP: 85284 FORMER COMPANY: FORMER CONFORMED NAME: Versum Materials, LLC DATE OF NAME CHANGE: 20151210 4 1 wf-form4_157066798654815.xml FORM 4 X0306 4 2019-10-07 1 0001660690 Versum Materials, Inc. VSM 0001686099 White John Jeffrey VERSUM MATERIALS, INC. 8555 SOUTH RIVER PARKWAY TEMPE AZ 85284 0 1 0 0 SVP, Delivery Sys and Services Common Stock 2019-10-07 4 D 0 9629.925 D 9687 D Common Stock 2019-10-07 4 D 0 9687 D 0 D Stock Option (Right to Buy) 25.25 2019-10-07 4 D 0 1706 D 2024-12-01 Common Stock 1706.0 0 D Stock Option (Right to Buy) 18.87 2019-10-07 4 D 0 2591 D 2023-12-02 Common Stock 2591.0 0 D Restricted Stock Units 2019-10-07 4 D 0 1005 D 2019-12-01 2019-12-01 Common Stock 1005.0 0 D Market Share Units 2019-10-07 4 D 0 6252 D Common Stock 6252.0 0 D Market Share Units 2019-10-07 4 D 0 4621 D Common Stock 4621.0 0 D On October 7, 2019, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 12, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). Reflects shares of Issuer common stock ("Common Stock"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain excluded shares) automatically converted into the right to receive $53.00 in cash, without interest (the "Merger Consideration"). Reflects time vesting restricted stock units ("RSUs"). At the Effective Time, each outstanding RSU was automatically canceled and converted into the right to receive a deferred cash payment (a "Converted RSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted RSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award. These stock options were fully vested. At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock 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 stock option, less applicable tax withholding. Each such RSU represented a contingent right to receive one share of Common Stock payable in common stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee of the Board of Directors (the "Compensation Committee"). Each Market Share Unit ("MSU") represented the right to receive, at settlement, a number of shares of Common Stock based on the performance of the Common Stock over a period of time as described in the applicable award agreement. Reflects adjustments to MSUs previously awarded based on the Issuer's stock price performance. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding MSU was automatically converted into the right to receive a deferred cash payment (a "Converted MSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such MSU (as determined pursuant to the Merger Agreement) multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted MSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award. These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2016 through September 30, 2019. These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2017 through September 30, 2020. /s/ Scott J. Depta, as attorney-in-fact 2019-10-09