0001660690-19-000153.txt : 20191009
0001660690-19-000153.hdr.sgml : 20191009
20191009204158
ACCESSION NUMBER: 0001660690-19-000153
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: Feather-Bowman Jessica D
CENTRAL INDEX KEY: 0001685970
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37664
FILM NUMBER: 191145180
MAIL ADDRESS:
STREET 1: 7201 HAMILTON BOULEVARD
CITY: ALLENTOWN
STATE: PA
ZIP: 18195
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_157066809368650.xml
FORM 4
X0306
4
2019-10-07
1
0001660690
Versum Materials, Inc.
VSM
0001685970
Feather-Bowman Jessica D
VERSUM MATERIALS, INC.
8555 SOUTH RIVER PARKWAY
TEMPE
AZ
85284
0
1
0
0
VP, Controller and PAO
Common Stock
2019-10-07
4
D
0
6568.703
D
3350
D
Common Stock
2019-10-07
4
D
0
3350
D
0.0000
D
Restricted Stock Units
2019-10-07
4
D
0
1433
D
2019-12-01
2019-12-01
Common Stock
1433.0
0
D
Market Share Units
2019-10-07
4
D
0
2500.94
D
Common Stock
2500.94
0
D
Market Share Units
2019-10-07
4
D
0
1329.87
D
Common Stock
1329.87
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").
Reflect 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.
Each restricted stock unit represents a contingent right to receive one share of Issuer common stock payable in common stock, cash or a combination thereof at the discretion of the Issuer's 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 October 1, 2016 through September 30, 2019.
These MSUs were to vest based on the performance of the Common Stock during the period October 1, 2017 through September 30, 2020.
/s/ Scott J. Depta, as attorney-in-fact
2019-10-09