0001027884-18-000106.txt : 20180514
0001027884-18-000106.hdr.sgml : 20180514
20180514122418
ACCESSION NUMBER: 0001027884-18-000106
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180510
FILED AS OF DATE: 20180514
DATE AS OF CHANGE: 20180514
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McCarthy Daniel M.
CENTRAL INDEX KEY: 0001430322
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12815
FILM NUMBER: 18829491
MAIL ADDRESS:
STREET 1: 2103 RESEARCH FOREST DRIVE
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHICAGO BRIDGE & IRON CO N V
CENTRAL INDEX KEY: 0001027884
STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700]
IRS NUMBER: 000000000
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: PRINSES BEATRIXLAAN 35
CITY: THE HAGUE
STATE: P7
ZIP: 2595 AK
BUSINESS PHONE: 31-70-373-2010
MAIL ADDRESS:
STREET 1: PRINSES BEATRIXLAAN 35
CITY: THE HAGUE
STATE: P7
ZIP: 2595 AK
4
1
wf-form4_152631500012135.xml
FORM 4
X0306
4
2018-05-10
0
0001027884
CHICAGO BRIDGE & IRON CO N V
CBI
0001430322
McCarthy Daniel M.
2103 RESEARCH FOREST DRIVE
THE WOODLANDS
TX
77380
0
1
0
0
Executive Vice President
Common Stock
2018-05-10
4
D
0
29799
D
180479
D
Common Stock
2018-05-10
4
D
0
60218
D
120261
D
Common Stock
2018-05-10
4
D
0
120261
D
0
D
Common Stock
2018-05-10
4
D
0
52.6638
D
0
I
By 401(k) Plan
Performance Share Award
0.0
2018-05-10
4
D
0
76406
D
Common Stock
76406.0
0
D
Stock Option (Right to Buy)
8.19
2018-05-10
4
D
0
32320
D
2010-02-20
2019-02-20
Common Stock
32320.0
0
D
Chicago Bridge and Iron Company N.V. (the Company), McDermott International, Inc. (McDermott) and certain other parties entered into the Business Combination Agreement, dated December 18, 2017, as amended on January 24, 2018 (the BCA), pursuant to which the Company and McDermott combined their businesses through a series of transactions completed on May 10, 2018 (the Combination).
If shares of Company common stock were disposed of pursuant to the offer (the Exchange Offer) by McDermott Technology, B.V., a wholly owned subsidiary of McDermott, to exchange each share of CB&I common stock that was validly tendered and not properly withdrawn in the Exchange Offer for the right to receive 0.82407 shares of McDermott common stock, then upon the closing of the Combination, each such tendered share was exchanged into the right to receive 0.82407 shares of McDermott common stock.If shares of Company common stock were not validly tendered in the Exchange Offer, shares of Company common stock were disposed of pursuant to a series of transactions involving a merger, share sale and liquidation, as a result of which former Company shareholders who did not validly tender in the Exchange Offer became entitled to receive, in respect of each former share of Company common stock, 0.82407 shares of McDermott common stock.
Pursuant to the BCA, upon the closing of the Combination, all vested restricted stock units granted prior to December 18, 2017 held by Mr. McCarthy were cancelled in exchange for the right to receive (a) a number of shares of McDermott common stock equal to the number of shares of Company common stock subject to the restricted stock unit award multiplied by 0.82407, rounded to the nearest whole number of shares plus (b) a cash amount equal to the amount of accrued dividend equivalents.
The restricted stock unit award vests in three equal installments on February 14, 2019, February 14, 2020 and February 14, 2021. Pursuant to the BCA, upon the closing of the Combination, the restricted stock unit award was assumed by McDermott and converted into a restricted stock unit award relating to a number of shares of McDermott common stock equal to the number of shares of Company common stock subject to the restricted stock unit award multiplied by 0.82407, rounded to the nearest whole number of shares.
Pursuant to the BCA, upon the closing of the Combination, each performance share award, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to (a) the product of (i) the number of shares of the Companys common stock issuable upon vesting of such performance share award at 100% of target multiplied by (ii) 2.47221 multiplied by (iii) $6.64 and (b) a cash amount equal to the amount of accrued dividend equivalents.
Pursuant to the BCA, upon the closing of the Combination, all outstanding options were assumed by McDermott and converted into a vested option to purchase shares of McDermott common stock. Following such conversion, (a) the number of McDermott shares subject to such option is equal to the number of shares of Company common stock subject to the option multiplied by 0.82407, rounded down to the nearest whole share and (b) the option exercise price per share of McDermott common stock is equal to the option exercise price per share of Company common stock divided by 0.82407, rounded up to the nearest whole cent.
Cindy A. McMinn as attorney in fact
2018-05-14