0000899243-18-015478.txt : 20180607
0000899243-18-015478.hdr.sgml : 20180607
20180607165512
ACCESSION NUMBER: 0000899243-18-015478
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180607
FILED AS OF DATE: 20180607
DATE AS OF CHANGE: 20180607
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRALEY ROBERT T
CENTRAL INDEX KEY: 0001083209
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16167
FILM NUMBER: 18887083
MAIL ADDRESS:
STREET 1: C/O MONSANTO CO
STREET 2: 800 NORTH LINDBERGH BLVD
CITY: ST LOUIS
STATE: MO
ZIP: 63167
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MONSANTO CO /NEW/
CENTRAL INDEX KEY: 0001110783
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870]
IRS NUMBER: 431878297
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0831
BUSINESS ADDRESS:
STREET 1: 800 N LINDBERGH BLVD
CITY: ST LOUIS
STATE: MO
ZIP: 63167
BUSINESS PHONE: 3146941000
MAIL ADDRESS:
STREET 1: 800 NORTH LINDBERGH BLVD
CITY: ST LOUIS
STATE: MO
ZIP: 63167
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-06-07
1
0001110783
MONSANTO CO /NEW/
MON
0001083209
FRALEY ROBERT T
800 N. LINDBERGH BLVD.
ST. LOUIS
MO
63167
0
1
0
0
EVP, Chief Technology Officer
Common Stock
2018-06-07
4
D
0
17219
D
0
D
Common Stock
2018-06-07
4
D
0
18940
D
0
I
By trust
Common Stock
2018-06-07
4
D
0
15000
D
0
I
By trust
Common Stock
2018-06-07
4
D
0
4021
D
0
I
By 401(k) Plan
Common Stock
2018-06-07
4
D
0
22139
D
0
D
Common Stock
2018-06-07
4
D
0
41863
D
0
D
Stock Option (Right to Buy)
90.48
2018-06-07
4
D
0
41450
D
Common Stock
41450
0
D
Stock Option (Right to Buy)
106.05
2018-06-07
4
D
0
35370
D
Common Stock
35370
0
D
Stock Option (Right to Buy)
112.82
2018-06-07
4
D
0
33240
D
Common Stock
33240
0
D
Stock Option (Right to Buy)
91.34
2018-06-07
4
D
0
49270
D
Common Stock
49270
0
D
Phantom Share Units
2018-06-07
4
D
0
7193
D
Common Stock
7193
0
D
Pursuant to the terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of September 14, 2016 (the "Merger Agreement"), by and among Bayer Aktiengesellschaft ("Bayer"), KWA Investment Co. ("Merger Sub") and Monsanto Company (the "Company"), each share of common stock of the Company and each time- or performance-vesting restricted stock unit of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive $128.00 in cash, without interest (the "Merger Consideration").
(Continued from Footnote 1) The Merger Consideration that is payable in respect of restricted stock units of the Company that were granted (a) prior to September 14, 2016 is fully vested as of the Effective Time or (b) after September 14, 2016 will vest based upon the vesting schedule applicable to the corresponding restricted stock units (subject to accelerated vesting in full upon a termination of employment without cause, for good reason or due to death, disability or retirement). Any Merger Consideration that is not paid at the Effective Time will begin accruing interest as of the Effective Time at the short-term federal rate.
Pursuant to the terms of the Merger Agreement, each option to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into the right to receive the Merger Consideration less the applicable exercise price of such option, without interest.
Represents restricted stock units.
Represents performance-based restricted stock units.
Jennifer Woods, Attorney-in-Fact
2018-06-07