0001209191-18-035569.txt : 20180605
0001209191-18-035569.hdr.sgml : 20180605
20180605154944
ACCESSION NUMBER: 0001209191-18-035569
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180525
FILED AS OF DATE: 20180605
DATE AS OF CHANGE: 20180605
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fowler Charles D.
CENTRAL INDEX KEY: 0001621008
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36670
FILM NUMBER: 18881023
MAIL ADDRESS:
STREET 1: C/O CORNERSTONE FAMILY OFFICE, LLC
STREET 2: 5585 LANDERBROOK DR. #300
CITY: MAYFIELD HEIGHTS
STATE: OH
ZIP: 44124
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-05-25
1
0001010858
FAIRMOUNT SANTROL HOLDINGS INC.
FMSA
0001621008
Fowler Charles D.
13515 SHAKER BLVD., 5B
CLEVELAND
OH
44120
1
0
0
0
Common Stock
2018-05-25
5
G
0
E
1587300
0.00
D
7840688
I
See Footnote
Common Stock
2018-06-01
4
D
0
7840688
0.00
D
0
I
See Footnote
Common Stock
2018-06-01
4
D
0
1736656
0.00
D
3060
D
Common Stock
2018-06-01
4
D
0
3060
0.00
D
0
D
As trustee of Charles D. Fowler Declaration of Trust dated September 26, 1991.
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 [$0.74] 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").
In accordance with the terms of the Merger Agreement, each restricted stock unit award of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was converted into (i) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Issuer Common Stock subject to such Issuer restricted stock award and (ii) a restricted share unit award of Covia with respect to the aggregate number of shares of Covia Common Stock equal to the product of the number of shares of Issuer Common Stock subject to such Issuer restricted stock unit award, multiplied by the Exchange Ratio, rounded up or down the nearest whole unit.
/s/ Charles D. Fowler, by David J. Crandall, his attorney--in-fact pursuant to Power of Attorney dated September 25, 2014 on file with the Commission
2018-06-05