0001209191-19-053007.txt : 20191011
0001209191-19-053007.hdr.sgml : 20191011
20191011152202
ACCESSION NUMBER: 0001209191-19-053007
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191009
FILED AS OF DATE: 20191011
DATE AS OF CHANGE: 20191011
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WESTBROOK MAUREEN P
CENTRAL INDEX KEY: 0001217203
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-08084
FILM NUMBER: 191148081
MAIL ADDRESS:
STREET 1: 93 WEST MAIN ST
CITY: CLINTON
STATE: CT
ZIP: 06413
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CONNECTICUT WATER SERVICE INC / CT
CENTRAL INDEX KEY: 0000276209
STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941]
IRS NUMBER: 060739839
STATE OF INCORPORATION: CT
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 93 W MAIN ST
CITY: CLINTON
STATE: CT
ZIP: 06413
BUSINESS PHONE: 8606698630
MAIL ADDRESS:
STREET 1: 93 WEST MAIN ST
CITY: CLINTON
STATE: CT
ZIP: 06413
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-10-09
0
0000276209
CONNECTICUT WATER SERVICE INC / CT
CTWS
0001217203
WESTBROOK MAUREEN P
CONNECTICUT WATER COMPANY
93 WEST MAIN STREET
CLINTON
CT
06413
0
1
0
0
VP, Customer & Reg Affairs
Common Stock
2019-10-09
4
D
0
14206
70.00
D
0
D
Performance Share Units
2019-10-09
4
D
0
23876
0.00
D
Common Stock
23876
0
D
Restricted Stock Units
2019-10-09
4
D
0
1023
0.00
D
Common Stock
1023
0
D
See explanation in remarks below
All outstanding Company Performance Share Units ("PSUs") granted prior to March 14, 2018 (which are no longer subject to performance-based vesting) were assumed by SJW and converted into a time-based vesting SJW restricted share unit award based on the Equity Award Ratio (as defined in the Merger Agreement) covering a number of shares of common stock of SJW based on the number of shares of Company common stock that was subject to each applicable PSU award immediately prior to the closing of the Merger. All outstanding PSUs granted on or after March 14, 2018 were assumed by SJW and converted into a time-based vesting award covering a number of shares of common stock of SJW based on the target number of PSUs (determined in a manner consistent with the Compa,ny's past practice) that was subject to each applicable PSU award immediately prior to the closing of the Merger multiplied by the Equity Award Ratio (as defined in the Merger Agreement).
SJW assumed all outstanding Company Restricted Share Units that were subject to service-based vesting ("RSUs") and such RSUs were converted into SJW restricted share units based on the Equity Award Ratio (as defined in the Merger Agreement).
(1) On October 9, 2019, pursuant to the Second Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2018, by and among Connecticut Water Service, Inc., a Connecticut corporation (the "Company"), SJW Group, a Delaware corporation ("SJW"), and Hydro Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of SJW ("Merger Sub"), SJW completed the previously announced acquisition of the Company through the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of SJW. The Merger became effective upon the filing of the certificate of merger with the Secretary of the State of the State of Connecticut on October 9, 2019 (the "Effective Time").
Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of common stock, without par value, of the Company (the "Common Stock"), except for certain excluded shares, was canceled and converted into the right to receive an amount in cash equal to $70.00 per share of Common Stock, payable without interest.
/s/ Kristen A. Johnson, POA for Maureen P. Westbrook
2019-10-11