Michael Marc G. 4
4 · SPX FLOW, Inc. · Filed Apr 5, 2022
Insider Transaction Report
Form 4
SPX FLOW, Inc.FLOW
Michael Marc G.
Pres., Food and Beverage
Transactions
- Other
Common Stock
2022-04-05−115,610→ 13,820 total - Disposition to Issuer
Restricted Stock Unit
2022-04-05−12,162→ 0 totalExercise: $0.00→ Common Stock (12,162 underlying) - Disposition to Issuer
Common Stock
2022-04-05$86.50/sh−89,080$7,705,420→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Unit
2022-04-05−15,007→ 0 totalExercise: $0.00→ Common Stock (15,007 underlying) - Disposition to Issuer
Employee stock option to purchase common stock
2022-04-05−15,801→ 0 totalExercise: $61.29Exp: 2025-01-02→ Common Stock (15,801 underlying) - Disposition to Issuer
Common Stock
2022-04-05$86.50/sh−13,820$1,195,430→ 0 total - Disposition to Issuer
Common Stock
2022-04-05$86.50/sh−2,151$186,062→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]Pursuant to that certain Contribution Agreement by and between Reporting Person and LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company ("Parent"), dated as of April 5, 2022, Reporting Person rolled over 115,610 shares of common stock in exchange for equity interests in an affiliate of Parent having an aggregate value of $10,000,265.
- [F2]Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2021, by and among the Company, Parent, and Redwood Star Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, in exchange for a cash payment of $86.50 per share.
- [F3]The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 27, 2021. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement.
- [F4]Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, each Restricted Stock Unit was automatically canceled and converted into the right to receive an amount in cash, without interest and less applicable taxes, equal to (1) the total number of shares of common stock subject to such Restricted Stock Unit multiplied by (2) $86.50.
- [F5]The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 24, 2022. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement.
- [F6]This fully vested option was cancelled in connection with the Merger Agreement in exchange for a cash payment of $398,343.21, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($86.50 per share).