0001179110-18-004186.txt : 20180313 0001179110-18-004186.hdr.sgml : 20180313 20180313171857 ACCESSION NUMBER: 0001179110-18-004186 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180309 FILED AS OF DATE: 20180313 DATE AS OF CHANGE: 20180313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUPERT TIMOTHY G CENTRAL INDEX KEY: 0001215152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10776 FILM NUMBER: 18687391 MAIL ADDRESS: STREET 1: 40 THE LEDGES UNIT 2C CITY: POLAND STATE: OH ZIP: 44514 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALGON CARBON Corp CENTRAL INDEX KEY: 0000812701 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 250530110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3000 GSK DRIVE CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 BUSINESS PHONE: 4127876700 MAIL ADDRESS: STREET 1: 3000 GSK DRIVE CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 FORMER COMPANY: FORMER CONFORMED NAME: CALGON CARBON CORPORATION DATE OF NAME CHANGE: 19920703 4 1 edgar.xml FORM 4 - X0306 4 2018-03-09 1 0000812701 CALGON CARBON Corp CCC 0001215152 RUPERT TIMOTHY G 3000 GSK DRIVE MOON TOWNSHIP PA 15108 1 0 0 0 Common Stock 2018-03-09 4 D 0 74885 21.50 D 0 D Phantom Stock Units 0 2018-03-09 4 D 0 4054.62 21.50 D 2018-03-09 2018-03-09 Common Stock 4054.62 0 D On September 21, 2017, Calgon Carbon Corporation (the "Company"), Kuraray Co., Ltd., a company organized under the laws of Japan ("Kuraray"), Kuraray Holdings U.S.A., Inc., a Delaware corporation ("Parent") and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement"), pursuant to which, on March 9, 2018, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray. On March 9, 2018, each issued and outstanding share of Company common stock was automatically converted into the right to receive cash in an amount equal to $21.50, without interest (the "merger consideration"). Pursuant to the merger agreement, on March 9, 2018, each outstanding and unexercised Company phantom stock unit (each, a "phantom stock unit") award terminated and was converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Company common stock subject to such phantom stock unit award, including any dividends credited with respect thereto, and (2) the merger consideration. /s/ Chad Whalen, Attorney-in-Fact 2018-03-13