0000899243-15-007317.txt : 20151030 0000899243-15-007317.hdr.sgml : 20151030 20151030131924 ACCESSION NUMBER: 0000899243-15-007317 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151028 FILED AS OF DATE: 20151030 DATE AS OF CHANGE: 20151030 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OM GROUP INC CENTRAL INDEX KEY: 0000899723 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 521736882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 950 MAIN AVENUE STREET 2: SUITE 1300 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167810083 MAIL ADDRESS: STREET 1: 950 MAIN AVENUE STREET 2: SUITE 1300 CITY: CLEVELAND STATE: OH ZIP: 44113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCAMINACE JOSEPH CENTRAL INDEX KEY: 0001203526 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12515 FILM NUMBER: 151186473 MAIL ADDRESS: STREET 1: C/O THE SHERWIN WILLIAMS CO STREET 2: 101 PROSPECT AVE N W CITY: CLEVELAND STATE: OH ZIP: 44115 FORMER NAME: FORMER CONFORMED NAME: SCAMINACE JOSEPH M DATE OF NAME CHANGE: 20021105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-10-28 1 0000899723 OM GROUP INC OMG 0001203526 SCAMINACE JOSEPH FLATS EAST BANK BUILDING, 950 MAIN AVENUE, SUITE 1300 CLEVELAND OH 44113 1 1 0 0 Chairman and CEO Common Stock 2015-10-28 4 D 0 62500 34.00 D 208996 D Common Stock 2015-10-28 4 D 0 52900 34.00 D 156096 D Common Stock 2015-10-28 4 D 0 30400 34.00 D 125696 D Common Stock 2015-10-28 4 D 0 82 34.00 D 125614 D Common Stock 2015-10-28 4 D 0 125614 34.00 D 0 D Employee Stock Options (right to buy) 51.155 2015-10-28 4 D 0 45250 0.00 D 2017-02-07 Common Stock 45250 0 D Employee Stock Options (right to buy) 58.565 2015-10-28 4 D 0 33550 0.00 D 2018-03-10 Common Stock 33550 0 D Employee Stock Options (right to buy) 20.12 2015-10-28 4 D 0 7703 13.88 D 2019-02-03 Common Stock 7703 0 D Employee Stock Options (right to buy) 20.12 2015-10-28 4 D 0 46500 13.88 D 2019-02-03 Common Stock 46500 0 D Employee Stock Options (right to buy) 30.66 2015-10-28 4 D 0 56500 3.34 D 2020-02-09 Common Stock 56500 0 D Employee Stock Options (right to buy) 36.51 2015-10-28 4 D 0 5289 0.00 D 2021-02-08 Common Stock 5289 0 D Employee Stock Options (right to buy) 36.51 2015-10-28 4 D 0 50000 0.00 D 2021-02-08 Common Stock 50000 0 D Employee Stock Options (right to buy) 30.21 2015-10-28 4 D 0 4419 3.79 D 2022-02-14 Common Stock 4419 0 D Employee Stock Options (right to buy) 30.21 2015-10-28 4 D 0 55000 3.79 D 2022-02-14 Common Stock 55000 0 D Employee Stock Options (right to buy) 27.32 2015-10-28 4 D 0 72800 6.68 D 2023-02-12 Common Stock 72800 0 D Employee Stock Options (right to buy) 32.24 2015-10-28 4 D 0 65200 1.76 D 2024-02-11 Common Stock 65200 0 D Employee Stock Options (right to buy) 29.04 2015-10-28 4 D 0 95500 4.96 D 2025-02-10 Common Stock 95500 0 D Half of these performance units were disposed of pursuant to a merger agreement, dated May 31, 2015, by and among Duke Acquisition Holdings, LLC, Duke Acquisition, Inc., MacDermid Americas Acquisitions, Inc., and the Issuer (the "Merger Agreement") in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level, plus any earned cash dividend equivalents, with the remaining performance units forfeited back to the Issuer for no consideration. Includes 82 dividend equivalents acquired on outstanding performance units awards through an exempt dividend equivalent feature. Performance units disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per performance unit, representing payout for the applicable performance share award at target performance level. Dividend equivalents on outstanding performance units awards disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per dividend equivalent. Disposed of pursuant to the Merger Agreement in exchange for the right to receive $34.00 in cash per share. These options were fully vested. These options vested or were to vest in three equal installments on February 12, 2014, 2015, and 2016. These options vested or were to vest in three equal installments on February 11, 2015, 2016, and 2017. These options were to vest in three equal installments on February 10, 2016, 2017 and 2018. Disposed of pursuant to the Merger Agreement in exchange for a cash payment approximately equal to the difference (if positive) between $34.00 and the exercise price of the stock option multiplied by the number of outstanding shares (both vested and unvested) subject to the stock option. /s/ Valerie Gentile Sachs, as Attorney-In-Fact 2015-10-30