0000899243-17-015326.txt : 20170605 0000899243-17-015326.hdr.sgml : 20170605 20170605163904 ACCESSION NUMBER: 0000899243-17-015326 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170601 FILED AS OF DATE: 20170605 DATE AS OF CHANGE: 20170605 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VALSPAR CORP CENTRAL INDEX KEY: 0000102741 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 362443580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 BUSINESS ADDRESS: STREET 1: 1101 SOUTH 3RD STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55415 BUSINESS PHONE: 612-851-7000 MAIL ADDRESS: STREET 1: P.O. BOX 1461 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Muehlbauer James L CENTRAL INDEX KEY: 0001324495 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03011 FILM NUMBER: 17891698 MAIL ADDRESS: STREET 1: 7601 PENN AVENUE SOUTH CITY: RICHFIELD STATE: MN ZIP: 55423 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-06-01 1 0000102741 VALSPAR CORP VAL 0001324495 Muehlbauer James L P.O. BOX 1461 MINNEAPOLIS MN 55440 0 1 0 0 EVP and CFO Common Stock 2017-06-01 4 A 0 18551 A 37637 D Common Stock 2017-06-01 4 D 0 37637 113.00 D 0 D Common Stock 2017-06-01 4 D 0 305 113.00 D 0 I Savings and Retirement Plan Stock Options (right to buy) 62.95 2017-06-01 4 D 0 24947 D 2023-03-11 Common Stock 24947 0 D Stock Options (right to buy) 62.95 2017-06-01 4 D 0 74113 D 2023-03-11 Common Stock 74113 0 D Stock Options (right to buy) 64.78 2017-06-01 4 D 0 31390 D 2023-10-02 Common Stock 31390 0 D Stock Options (right to buy) 76.85 2017-06-01 4 D 0 20850 D 2024-10-01 Common Stock 20850 0 D Stock Options (right to buy) 71.88 2017-06-01 4 D 0 35910 D 2025-09-30 Common Stock 35910 0 D Restricted Stock Units 0.00 2017-06-01 4 D 0 13932 D Common Stock 13932 0 D Restricted Stock Units 0.00 2017-06-01 4 D 0 14850 D Common Stock 14850 0 D Vesting of PSUs upon effectiveness of the merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement") by and between The Valspar Corporation, The Sherwin-Williams Company ("Sherwin-Williams") and Viking Merger Sub Inc., a wholly owned subsidiary of Sherwin-Williams. Includes 70 shares vested in the Valspar Savings and Retirement Plan from 10/29/2016 through 6/1/2017. Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such option and (ii) the excess of $113.00 over the exercise price of the option. All of such options are fully vested, except the options at an exercise price of $76.85, which vest in equal annual installments on Octover 1, 2015, 2016 and 2017 and the options at an exercise price of $71.88, which vest in equal annual installments on September 30, 2016, 2017 and 2018. RSUs were to be paid out upon vesting. Pursuant to the Merger Agreement, each outstanding RSU was canceled in exchange for a cash payment equal to the product of (i) the number of shares subject to such RSU and (ii) $113.00. Vesting dates range from January 8, 2018 to January 14, 2019. Restricted stock unit award granted on 9/27/2016, which is after the date of the Merger Agreement. RSUs were to be paid out upon vesting on 9/27/2019. This award will be converted into an equivalent award relating to shares of Sherwin-Williams common stock on the terms set forth in the Merger Agreement. /s/ Timothy Beastrom, By Power of Attorney 2017-06-05