TRC COMPANIES INC /DE/ 4
4 · TRC COMPANIES INC /DE/ · Filed Jun 23, 2017
Insider Transaction Report
Form 4
Mayer James
Senior Vice President
Transactions
- Other
Common Stock
2017-06-21−68,140→ 105,532 total - Disposition to Issuer
Common Stock
2017-06-21$17.55/sh−105,532$1,852,087→ 0 total - Award
Common Stock
2017-06-21+5,640→ 173,672 total
Footnotes (3)
- [F1]Represents adjustments to previously reported grants of performance stock units ("PSUs") to reflect actual payout levels of (i) 150% for fiscal 2015, (ii) 55% for fiscal 2016 and (iii) 133% for fiscal 2017 based on actual achievement as of the June 21, 2017 effective time of the merger of TRC Companies, Inc. (the "Company") with affiliates of New Mountain Partners IV, L.P. (the "Effective Time").
- [F2]Pursuant to a rollover agreement between the reporting person and Bolt Topco Holdings, L.L.C., an affiliate of Parent ("TopCo"), 68,140 unvested restricted stock units and PSUs (collectively, "Restricted Awards") held by the reporting person were converted into incentive units of TopCo immediately prior to the Effective Time, at a value equal to the product of (i) the number of converted Restricted Awards and (ii) $17.55 (the "Merger Consideration").
- [F3]Represents 105,532 shares of the Company's common stock held prior to the Effective Time. At the Effective Time, each share of the Company's common stock was cancelled and converted into the right to receive cash in an amount per share (subject to any applicable withholding tax) equal to the Merger Consideration.