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