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