0001179110-20-007039.txt : 20200605 0001179110-20-007039.hdr.sgml : 20200605 20200605170520 ACCESSION NUMBER: 0001179110-20-007039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200603 FILED AS OF DATE: 20200605 DATE AS OF CHANGE: 20200605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bryant Deric D. CENTRAL INDEX KEY: 0001782476 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09328 FILM NUMBER: 20947132 MAIL ADDRESS: STREET 1: 1 ECOLAB PLACE CITY: ST. PAUL STATE: MN ZIP: 55102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ECOLAB INC. CENTRAL INDEX KEY: 0000031462 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 410231510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 ECOLAB PLACE CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 18002326522 MAIL ADDRESS: STREET 1: 1 ECOLAB PLACE CITY: SAINT PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: ECOLAB INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ECONOMICS LABORATORY INC DATE OF NAME CHANGE: 19861203 4 1 edgar.xml FORM 4 - X0306 4 2020-06-03 1 0000031462 ECOLAB INC. ECL 0001782476 Bryant Deric D. 1 ECOLAB PLACE ST. PAUL MN 55102 0 1 0 0 EVP & Pres - Upstream Energy Employee Stock Option (Right to Buy) 55.595 2020-06-03 4 D 0 2500 D 2012-12-01 2021-12-01 Common Stock 2500 0 D Employee Stock Option (Right to Buy) 71.54 2020-06-03 4 D 0 2300 D 2013-12-05 2022-12-05 Common Stock 2300 0 D Employee Stock Option (Right to Buy) 103.265 2020-06-03 4 D 0 1720 D 2014-12-04 2023-12-04 Common Stock 1720 0 D Employee Stock Option (Right to Buy) 107.685 2020-06-03 4 D 0 2345 D 2015-12-03 2024-12-03 Common Stock 2345 0 D Employee Stock Option (Right to Buy) 119.12 2020-06-03 4 D 0 2499 D 2016-12-02 2025-12-02 Common Stock 2499 0 D Employee Stock Option (Right to Buy) 117.73 2020-06-03 4 D 0 7249 D 2017-12-07 2026-12-07 Common Stock 7249 0 D Employee Stock Option (Right to Buy) 137.087 2020-06-03 4 D 0 13819 D 2018-12-06 2027-12-06 Common Stock 13819 0 D Employee Stock Option (Right to Buy) 158.515 2020-06-03 4 D 0 10858 D 2019-12-04 2028-12-04 Common Stock 10858 0 D Restricted Stock Units 2020-06-03 4 D 0 15220 D Common Stock 15220 0 D Restricted Stock Units 2020-06-03 4 D 0 6275 D Common Stock 6275 0 D On June 3, 2020, pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, by and among Ecolab Inc., Apergy Corporation, ChampionX Holding Inc., a wholly owned subsidiary of Ecolab, and Athena Merger Sub, Inc., a wholly owned subsidiary of Apergy, and the Separation and Distribution Agreement, dated as of December 18, 2019, by and among Ecolab, ChampionX and Apergy, Ecolab exchanged, in an exchange offer, all shares of ChampionX common stock owned by Ecolab for outstanding shares of Ecolab common stock that were validly tendered and not properly withdrawn and accepted in the offer and, following the consummation of the offer, Merger Sub merged with and into ChampionX, whereby the separate corporate existence of Merger Sub ceased and ChampionX continued as the surviving corporation and a wholly owned subsidiary of Apergy. Represents stock options ("Options") granted under the Ecolab Inc. 2010 Stock Incentive Plan and that were outstanding immediately prior to the Merger. The Option became or becomes exercisable, on a cumulative basis, as to one-third of the Option shares (excluding any fractional portion less than one share), on each of the first and second anniversaries of the date of grant and as to the remaining option shares on the third anniversary of the date of grant. The date listed is the first anniversary of the date of grant. Pursuant to the Employee Matters Agreement, dated as of December 18, 2019, by and among Ecolab, ChampionX and Apergy, each vested or unvested Option held by a ChampionX employee was assumed and converted into an equivalent Apergy stock option on the same terms and conditions as were applicable immediately prior to the Merger (i) for such number of shares of Apergy common stock (rounded down to the nearest whole share) equal to the product of (x) the number of Ecolab shares issuable upon the exercise of the corresponding Option and (y) an Equity Award Adjustment Ratio of 21.02477701, which represents the quotient obtained by dividing the closing trading price per Ecolab share on June 2, 2020 by the closing trading price per share of Apergy common stock on June 2, 2020, and (ii) having a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient determined by dividing (x) the per-share exercise price of the Option by (y) the Equity Award Adjustment Ratio. Represents restricted stock units (each, a "RSU") that were outstanding immediately prior to the Merger. By their terms, prior to the Merger, each RSU represented a contingent right to one Ecolab share. Pursuant to the Employee Matters Agreement, each RSU held by a ChampionX employee that was outstanding immediately prior to the Merger, whether vested or unvested, was assumed and converted into an equivalent Apergy RSU on the same terms and conditions as were applicable immediately prior to the Merger, and relating to a number of shares of Apergy common stock (with each discrete grant rounded up to the nearest whole share) equal to the product of (i) the number of Ecolab shares subject to such awards, multiplied by (ii) the Equity Award Adjustment Ratio. The RSUs, which were granted on November 2, 2017, will vest as to 100% of the grant amount on the fourth anniversary of the date of grant, subject to continued employment. The RSUs, which were granted on December 3, 2019, will vest as to 100% of the grant amount on the third anniversary of the date of grant, subject to continued employment. /s/ David F. Duvick, as Attorney-in-Fact for Deric D. Bryant 2020-06-05