| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GREAT LAKES CHEMICAL CORP [ GLK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common | 07/01/2005 | D | 3,986 | D | (1) | 0.00 | D | |||
| Common | 07/01/2005 | D | 1,388.908 | D | (1) | 0.00 | I | By 401(k)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0.000 | 07/01/2005 | D | 8,000 | 05/03/2003(2) | 05/03/2010 | Common | 8,000 | $0.000 | 0.00 | D | ||||
| Restricted Stock Units | $0.000 | 07/01/2005 | D | 15,000 | 02/08/2006(2) | 02/08/2009 | Common | 15,000 | $0.000 | 0.00 | D | ||||
| Stock Option (Right to Buy) | $21.62 | 07/01/2005 | D | 35,000 | 02/11/2004(2) | 02/11/2013 | Common | 35,000 | $21.62 | 0.00 | D | ||||
| Stock Option (Right to Buy) | $25.03 | 07/01/2005 | D | 35,000 | 02/14/2005(2) | 02/14/2014 | Common | 35,000 | $25.03 | 0.00 | D | ||||
| Stock Option (Right to Buy) | $31.313 | 07/01/2005 | D | 12,500 | 02/13/2001(2) | 02/13/2010 | Common | 12,500 | $31.313 | 0.00 | D | ||||
| Stock Option (Right to Buy) | $33.14 | 07/01/2005 | D | 17,500 | 02/11/2002(2) | 02/11/2011 | Common | 17,500 | $33.14 | 0.00 | D | ||||
| Stock Option (Right to Buy) | $22 | 07/01/2005 | D | 30,000 | 02/11/2003(2) | 02/11/2012 | Common | 30,000 | $22 | 0.00 | D | ||||
| Stock Option (Right to Buy) | $35.75 | 07/01/2005 | D | 4,000 | 02/15/2000(2) | 02/15/2009 | Common | 4,000 | $35.75 | 0.00 | D | ||||
| Stock Option (Right to Buy) | $39.438 | 07/01/2005 | D | 10,000 | 08/03/1999(2) | 08/03/2008 | Common | 10,000 | $39.438 | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated March 8, 2005 (the "Merger Agreement"), by and among Crompton Corporation ("Crompton"), Copernicus Merger Corporation and Great Lakes Chemical Corporation ("Great Lakes") in exchange for 2.2232 shares of Crompton common stock (the "Exchange Ratio") in accordance with the terms of the Merger Agreement having a market value of $14.15 on 6/30/2005. |
| 2. This option, when granted, provided for vesting in 3 equal annual installments beginning on the first anniversary of the grant, and in accordance with its terms will become fully vested upon the consummation of the merger. Pursuant to the Merger Agreement, such options have been assumed by Crompton and will be exercisable for Crompton common stock based on the Exchange Ratio. |
| 3. These securities were held in accordance with Great Lakes 401(k) savings plan and have been assumed by Crompton pursuant to the Exchange Ratio. |
| /s/ Karen Witte Duros | 07/01/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||