0001209191-18-035579.txt : 20180605 0001209191-18-035579.hdr.sgml : 20180605 20180605155912 ACCESSION NUMBER: 0001209191-18-035579 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180601 FILED AS OF DATE: 20180605 DATE AS OF CHANGE: 20180605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conway William E. CENTRAL INDEX KEY: 0001620987 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36670 FILM NUMBER: 18881076 MAIL ADDRESS: STREET 1: 32400 FAIRMOUNT BLVD. CITY: PEPPER PIKE 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 2018-06-01 1 0001010858 FAIRMOUNT SANTROL HOLDINGS INC. FMSA 0001620987 Conway William E. 32400 FAIRMOUNT BLVD. PEPPER PIKE OH 44124 1 0 0 0 Common Stock 2018-06-01 4 D 0 69990 0.00 D 3060 D Common Stock 2018-06-01 4 D 0 3060 0.00 D 0 D Common Stock 2018-06-01 4 D 0 491450 0.00 D 0 I See Footnote Common Stock 2018-06-01 4 D 0 199580 0.00 D 0 I See Footnote Common Stock 2018-06-01 4 D 0 55000 0.00 D 0 I See Footnote 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. William E. Conway, Trustee of the Under Trust Agreement dated March 10, 1992. Spouse of Mary F. Conway, Trustee under the Mary F. Conway Declaration of Trust dated December 13, 1980, as modified. As the spouse of the trustee, Mr. Conway is deemed to have voting and investment power over these shares. William E. Conway IRA Standard - "Traditional" IRA. /s/ William E. Conway, 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