4//SEC Filing
Quarles Patrick D. 4
Accession 0000007039-22-000075
CIK 0000007039other
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 4:13 PM ET
Size
20.6 KB
Accession
0000007039-22-000075
Insider Transaction Report
Form 4
Quarles Patrick D.
Director
Transactions
- Disposition from Tender
Common stock
2022-06-24$9.81/sh−318,365$3,123,161→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-06-27$9.81/sh−54,774$537,333→ 0 total→ Common stock (54,774 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-27$9.81/sh−54,776$537,353→ 0 total→ Common stock (54,776 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-27$9.81/sh−42,888$420,731→ 0 total→ Common stock (42,888 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-27$9.81/sh−20,769$203,744→ 0 total→ Common stock (20,769 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-27$9.81/sh−64,328$631,058→ 0 total→ Common stock (64,328 underlying) - Disposition to Issuer
Restricted Stock Units
2022-06-27$9.81/sh−62,306$611,222→ 0 total→ Common stock (62,306 underlying)
Footnotes (9)
- [F1]Restricted stock units convert into common stock on a one-for-one basis.
- [F2]On May 11, 2022, Trecora Resources (the "Issuer") entered into an Agreement and Plan of Merger with the Balmoral Swan Parent, Inc., a Delaware corporation (the "Parent"), and Balmoral Swan MergerSub, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 27, 2022, the Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of the Parent. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
- [F3]Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled immediately prior to the Effective Time and converted into a deferred cash award equal to the product of (i) $9.81 multiplied by (ii) the number of shares of common stock underlying such restricted stock unit (with any such restricted stock unit that are subject to performance-based vesting being deemed earned assuming achievement of target performance), less any applicable withholding taxes. Such deferred cash awards will be payable on the earlier of January 20, 2023 or on a qualifying termination as prescribed by the Merger Agreement.
- [F4]Represents the remaining portion of a grant of 62,307 restricted stock units in February 2020, which were originally scheduled to vest in three equal annual installments beginning on February 13, 2021.
- [F5]Represents the remaining portion of a grant of 64,331 restricted stock units in February 2021, which were originally scheduled to vest in three equal annual installments beginning on February 25, 2022.
- [F6]These restricted stock units were granted in February 2022 and were originally scheduled to vest in three equal annual installments beginning on February 16, 2023.
- [F7]Represents performance-based restricted stock units granted in 2020, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2020.
- [F8]Represents performance-based restricted stock units granted in 2021, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2021.
- [F9]Represents performance-based restricted stock units granted in 2022, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2022.
Documents
Issuer
TRECORA RESOURCES
CIK 0000007039
Entity typeother
Related Parties
1- filerCIK 0001500244
Filing Metadata
- Form type
- 4
- Filed
- Jun 27, 8:00 PM ET
- Accepted
- Jun 28, 4:13 PM ET
- Size
- 20.6 KB