0000007039-22-000061.txt : 20220628 0000007039-22-000061.hdr.sgml : 20220628 20220628153406 ACCESSION NUMBER: 0000007039-22-000061 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220624 FILED AS OF DATE: 20220628 DATE AS OF CHANGE: 20220628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silberman Michael W CENTRAL INDEX KEY: 0001813990 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33926 FILM NUMBER: 221049541 MAIL ADDRESS: STREET 1: 5915 CHARLESTOWN DR CITY: DALLAS STATE: TX ZIP: 75230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRECORA RESOURCES CENTRAL INDEX KEY: 0000007039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 751256622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1650 HWY 6 SOUTH, SUITE 190 CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: 281-980-5522 MAIL ADDRESS: STREET 1: 1650 HWY 6 SOUTH, SUITE 190 CITY: SUGAR LAND STATE: TX ZIP: 77478 FORMER COMPANY: FORMER CONFORMED NAME: ARABIAN AMERICAN DEVELOPMENT CO DATE OF NAME CHANGE: 20000811 FORMER COMPANY: FORMER CONFORMED NAME: ARABIAN SHIELD DEVELOPMENT CO DATE OF NAME CHANGE: 19920703 4 1 wf-form4_165644482837339.xml FORM 4 X0306 4 2022-06-24 1 0000007039 TRECORA RESOURCES TREC 0001813990 Silberman Michael W C/O TRECORA RESOURCES 1650 HWY 6 S SUGAR LAND TX 77478 0 1 0 0 General Counsel and Secretary Common stock 2022-06-24 4 U 0 27217 9.81 D 0 D Restricted Stock Units 2022-06-27 4 D 0 2674 9.81 D Common stock 2674.0 0 D Restricted Stock Units 2022-06-27 4 D 0 8369 9.81 D Common stock 8369.0 0 D Restricted Stock Units 2022-06-27 4 D 0 10689 9.81 D Common stock 10689.0 0 D Restricted Stock Units 2022-06-27 4 D 0 8021 9.81 D Common stock 8021.0 0 D Restricted Stock Units 2022-06-27 4 D 0 12552 9.81 D Common stock 12552.0 0 D Restricted Stock Units 2022-06-27 4 D 0 10688 9.81 D Common stock 10688.0 0 D Restricted Stock Units 2022-06-27 4 D 0 12290 9.81 D Common stock 12290.0 0 D Restricted stock units convert into common stock on a one-for-one basis. On May 11, 2022, Trecora Resources (the "Issuer") entered into an Agreement and Plan of Merger with the Balmoral Swan Parent, Inc., a Delaware corporation (the "Parent"), and Balmoral Swan MergerSub, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 27, 2022, the Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of the Parent. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled immediately prior to the Effective Time and converted into a deferred cash award equal to the product of (i) $9.81 multiplied by (ii) the number of shares of common stock underlying such restricted stock unit (with any such restricted stock unit that are subject to performance-based vesting being deemed earned assuming achievement of target performance), less any applicable withholding taxes. Such deferred cash awards will be payable on the earlier of January 20, 2023 or on a qualifying termination as prescribed by the Merger Agreement. Represents the remaining portion of a grant of 8,021 restricted stock units in June 2020, which were originally scheduled to vest in three equal annual installments beginning on February 13, 2021. Represents the remaining portion of a grant of 12,553 restricted stock units in February 2021, which were originally scheduled to vest in three equal annual installments beginning on February 25, 2022. These restricted stock units were granted in February 2022 and were originally scheduled to vest in three equal annual installments beginning on February 16, 2023. Represents performance-based restricted stock units granted in 2020, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2020. Represents performance-based restricted stock units granted in 2021, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2021. Represents performance-based restricted stock units granted in 2022, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2022. Represents the remaining portion of a grant of 36,866 restricted stock units in June 2020, which were originally scheduled to vest in three equal annual installments beginning on June 1, 2021. /s/ Michael W. Silberman 2022-06-28