SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
White John Jeffrey

(Last) (First) (Middle)
VERSUM MATERIALS, INC.
8555 SOUTH RIVER PARKWAY

(Street)
TEMPE AZ 85284

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Versum Materials, Inc. [ VSM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Delivery Sys and Services
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/07/2019 D(1) 9,629.925 D (2) 9,687 D
Common Stock 10/07/2019 D(1) 9,687 D (3) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $25.25 10/07/2019 D(1) 1,706 (4) 12/01/2024 Common Stock 1,706 (5) 0 D
Stock Option (Right to Buy) $18.87 10/07/2019 D(1) 2,591 (4) 12/02/2023 Common Stock 2,591 (5) 0 D
Restricted Stock Units (6) 10/07/2019 D(1) 1,005 12/01/2019 12/01/2019 Common Stock 1,005 (3) 0 D
Market Share Units (7) 10/07/2019 D(1) 6,252(8) (9) (9) Common Stock 6,252 (8) 0 D
Market Share Units (7) 10/07/2019 D(1) 4,621(8) (10) (10) Common Stock 4,621 (8) 0 D
Explanation of Responses:
1. 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").
2. 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").
3. 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.
4. These stock options were fully vested.
5. 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.
6. 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").
7. 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.
8. 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.
9. These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2016 through September 30, 2019.
10. These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2017 through September 30, 2020.
Remarks:
/s/ Scott J. Depta, as attorney-in-fact 10/09/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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