0001209191-16-118174.txt : 20160506 0001209191-16-118174.hdr.sgml : 20160506 20160506172559 ACCESSION NUMBER: 0001209191-16-118174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160504 FILED AS OF DATE: 20160506 DATE AS OF CHANGE: 20160506 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRMOUNT SANTROL HOLDINGS INC. CENTRAL INDEX KEY: 0001010858 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8834 MAYFIELD ROAD CITY: CHESTERLAND STATE: OH ZIP: 44026 BUSINESS PHONE: 800-255-7263 MAIL ADDRESS: STREET 1: 8834 MAYFIELD ROAD CITY: CHESTERLAND STATE: OH ZIP: 44026 FORMER COMPANY: FORMER CONFORMED NAME: FMSA HOLDINGS INC DATE OF NAME CHANGE: 20140818 FORMER COMPANY: FORMER CONFORMED NAME: FML HOLDINGS INC DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIEHL MICHAEL F CENTRAL INDEX KEY: 0001082785 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36670 FILM NUMBER: 161629294 MAIL ADDRESS: STREET 1: 5885 LANDBROOK DRIVE SUITE 205 CITY: CLEVELAND STATE: OH ZIP: 44124 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-05-04 0 0001010858 FAIRMOUNT SANTROL HOLDINGS INC. FMSA 0001082785 BIEHL MICHAEL F 8834 MAYFIELD ROAD CHESTERLAND OH 44026 0 1 0 0 EVP,CFO,Asst. Sec & Treasurer Common Stock 2016-05-04 4 A 0 134821 0.00 A 147321 D Employee Stock Option (Right to Buy) 3.53 2016-05-04 4 A 0 152000 0.00 A 2026-05-04 Common Stock 152000 152000 D The reporting person was granted 134,821 restricted stock units. The restricted stock units vest in 1/4 increments commencing one year after the date of grant. The options vest and become exercisable in 1/3 increments commencing one year after the date of grant. /s/ David J. Crandall as attorney-in-fact for Michael F. Biehl under Power of Attorney 2016-05-06 EX-24.4_652341 2 poa.txt POA DOCUMENT POWER OF ATTORNEY FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Jenniffer D. Deckard, David J. Crandall, Erin E. Marks, Gregory S. Harvey or Gregory J. Dziak, or any one of them acting without the others, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned a Form ID (including amendments thereto), or any other forms prescribed by the Securities and Exchange Commission, that may be necessary to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission of the forms referenced in clause (2) below; 2. Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) Form 144 and (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to the undersigned's beneficial ownership of securities of FMSA Holdings Inc. or any of its subsidiaries; 3. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and 4. Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (nor is Fairmount Santrol Holdings Inc. assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless Fairmount Santrol Holdings Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in-fact for purposes of executing, acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse Fairmount Santrol Holdings Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including amendments thereto) with respect to the undersigned's holdings of and transactions in securities issued by Fairmount Santrol Holdings Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. /s/Michael F. Biehl Signature Michael F. Biehl Type or Print Name 4/22/2016 Date