4//SEC Filing
ASP FML Holdings, LLC 4
Accession 0001140361-18-027483
CIK 0001010858other
Filed
Jun 4, 8:00 PM ET
Accepted
Jun 5, 8:42 PM ET
Size
78.7 KB
Accession
0001140361-18-027483
Insider Transaction Report
Form 4
American Securities Partners V, L.P.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
ASP FML Investco, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
ASP FML Co-Invest I, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
ASP FML Holdings, LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
AMERICAN SECURITIES LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
ASP Manager Corp.
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
Transactions
- Disposition to Issuer
Common Stock
2018-06-01−48,156,628→ 0 total
Footnotes (2)
- [F1]Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2017 (the "Merger Agreement"), among the Issuer, SCR-Sibelco NV, Unimin Corporation, nka Covia Holdings Corporation ("Covia"), Bison Merger Sub, Inc. ("Merger Sub") and Bison Merger Sub I, LLC ("Merger Sub LLC"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer as the surviving corporation and for the subsequent merger of Issuer with and into Merger Sub LLC with Merger Sub LLC as the surviving corporation and a wholly owned subsidiary of Covia. In the Merger, each share of Issuer Common Stock, par value $0.01 per share, was exchanged for (i) cash consideration equal to $0.73 per fully diluted share (the "Cash Consideration") and (ii) 0.20 shares (the "Exchange Ratio") of voting common stock, par value $1.00 per share, of Covia ("Covia Common Stock").
- [F2]The shares were directly owned by ASP FML Holdings, LLC ("ASPFMLHoldings") and may also be deemed to have been indirectly beneficially owned by: (i) ASP FML Investco, LLC ("ASPFMLInvestco"), the owner of a majority of the membership interests in ASPFMLHoldings; (ii) American Securities Partners V, L.P., American Securities Partners V(B), L.P. and American Securities Partners V(C), L.P. (each, a "Sponsor") and ASP FML Co-Invest I, LLC ("ASPFMLCoinvest"), the owners of a majority of the membership interests in ASPFMLInvestco; and (iii) American Securities Associates V, LLC ("GP"), the general partner of each Sponsor. American Securities LLC ("ASLLC") provides investment advisory services to each Sponsor and to the GP. ASP Manager Corp., a wholly owned subsidiary of ASLLC, is the manager of ASPFML Holdings, ASPFMLInvestco and ASPFMLCoinvest.
Documents
Issuer
FAIRMOUNT SANTROL HOLDINGS INC.
CIK 0001010858
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001621003
Filing Metadata
- Form type
- 4
- Filed
- Jun 4, 8:00 PM ET
- Accepted
- Jun 5, 8:42 PM ET
- Size
- 78.7 KB