Statement of Changes in Beneficial Ownership (4)
October 09 2019 - 10:19AM
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
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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
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SCHNABEL SUSAN C |
2. Issuer Name and Ticker or Trading Symbol
Versum Materials, Inc.
[
VSM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
VERSUM MATERIALS, INC., 8555 SOUTH RIVER PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/7/2019
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(Street)
TEMPE, AZ 85284
(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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8/22/2019
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G
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V
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13950
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D
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$0
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23051.097
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D
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Common Stock
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10/7/2019
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D(1)
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19927.097
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D
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(2)
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3124
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D
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Common Stock
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10/7/2019
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D(1)
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3124
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D
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(3)
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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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Explanation of Responses:
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(1)
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On October 7, 2019, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 12, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
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(2)
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Reflects shares of Issuer common stock ("Common Stock"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain excluded shares) automatically converted into the right to receive $53.00 in cash, without interest (the "Merger Consideration").
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(3)
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Reflects time vesting restricted stock units ("RSUs"). At the Effective Time, each outstanding RSU was automatically canceled and converted into the right to receive a deferred cash payment (a "Converted RSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted RSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award.
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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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SCHNABEL SUSAN C VERSUM MATERIALS, INC. 8555 SOUTH RIVER PARKWAY TEMPE, AZ 85284
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X
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Signatures
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/s/ Scott J. Depta, as attorney-in-fact
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10/9/2019
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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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