Statement of Changes in Beneficial Ownership (4)
September 03 2015 - 4:27PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TAYLOR DAVID
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2. Issuer Name
and
Ticker or Trading Symbol
PMFG, Inc.
[
PMFG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President
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(Last)
(First)
(Middle)
14651 NORTH DALLAS PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/3/2015
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(Street)
DALLAS, TX 75254
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/3/2015
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D
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39382
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(2)
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9/3/2015
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D
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15947
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(2)
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(2)
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Common Stock
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15947
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(2)
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0
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D
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Non Qualified Stock Option
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$4.5975
(3)
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9/3/2015
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D
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2000
(3)
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1/11/2007
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1/11/2016
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Common Stock
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2000
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(4)
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0
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D
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Non Qualified Stock Option
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$4.5975
(3)
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9/3/2015
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D
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2000
(3)
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1/11/2008
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1/11/2016
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Common Stock
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2000
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(4)
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0
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D
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Non Qualified Stock Option
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$4.5975
(3)
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9/3/2015
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D
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2000
(3)
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1/11/2009
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1/11/2016
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Common Stock
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2000
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(4)
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0
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D
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Non Qualified Stock Option
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$4.5975
(3)
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9/3/2015
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D
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2000
(3)
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1/11/2010
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1/11/2016
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Common Stock
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2000
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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The shares were cancelled upon completion of PMFG, Inc.'s merger (the "Merger") with and into a wholly-owned subsidiary of CECO Environmental Corp. ("CECO"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2015, among PMFG, Inc. (the "Company"), CECO, Top Gear Acquisition Inc., and Top Gear Acquisition II LLC, each issued and outstanding share of Company common stock was cancelled and converted into the right to receive either (a) 0.6456 shares of CECO common stock, plus cash (without interest) in lieu of any fraction share of CECO common stock that would otherwise be issued or (b) $6.85 in cash, without interest, for each share of Company common stock, depending on the consideration election made by the reporting person and subject to cash/stock elections and the proration procedures set forth in the Merger Agreement.
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(
2)
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Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding restricted stock unit became fully vested and automatically cancelled and converted into the right to receive $6.85, without interest, per share of Company common stock subject to such restricted stock unit.
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(
3)
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These options were previously reported on January 12, 2006, as covering a total of 500 shares at an exercise price of $18.39 per share, but were adjusted to reflect the two-for-one stock split that occurred on June 8, 2007 and the subsequent reorganization of the Company that occurred on August 15, 2008, which had the same effect as an additional two-for-one stock split.
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(
4)
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Pursuant to the Merger Agreement, upon the completion of the Merger, each outstanding stock option became fully vested and automatically cancelled and converted into the right to receive the excess of $6.85 over the exercise price per share of Company common stock for each share of Company common stock issuable upon exercise of such stock option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TAYLOR DAVID
14651 NORTH DALLAS PARKWAY
DALLAS, TX 75254
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Vice President
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Signatures
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/s/ Ronald L. McCrummen as attorney-in-fact
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9/3/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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