0000899243-17-010793.txt : 20170424 0000899243-17-010793.hdr.sgml : 20170424 20170424091642 ACCESSION NUMBER: 0000899243-17-010793 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170421 FILED AS OF DATE: 20170424 DATE AS OF CHANGE: 20170424 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LANXESS Solutions US Inc. CENTRAL INDEX KEY: 0001091862 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 522183153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BENSON ROAD CITY: MIDDLEBURY STATE: CT ZIP: 06749 BUSINESS PHONE: 2035732000 MAIL ADDRESS: STREET 1: BENSON ROAD CITY: MIDDLEBURY STATE: CT ZIP: 06749 FORMER COMPANY: FORMER CONFORMED NAME: Chemtura CORP DATE OF NAME CHANGE: 20050630 FORMER COMPANY: FORMER CONFORMED NAME: CROMPTON CORP DATE OF NAME CHANGE: 20000512 FORMER COMPANY: FORMER CONFORMED NAME: CK WITCO CORP DATE OF NAME CHANGE: 19990727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cross Chet CENTRAL INDEX KEY: 0001480235 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15339 FILM NUMBER: 17777363 MAIL ADDRESS: STREET 1: 199 BENSON ROAD CITY: MIDDLEBURY STATE: CT ZIP: 06749 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-04-21 1 0001091862 LANXESS Solutions US Inc. CHMT 0001480235 Cross Chet 199 BENSON ROAD MIDDLEBURY CT 06749 0 1 0 0 See remarks Common Stock 2017-04-21 4 D 0 84725 33.50 D 19010 D Common Stock 2017-04-21 4 D 0 19010 33.50 D 0 D Employee Stock Option (right to purchase) 20.50 2017-04-21 4 D 0 20152 13.00 D 2023-03-01 Common Stock 20152 0 D Performance Shares 2017-04-21 4 D 0 29611 D Common Stock 29611 0 D On September 25, 2016, Chemtura Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lanxess Deutschland GmbH ("Lanxess") and LANXESS Solutions US Inc. (f/k/a LANXESS Additives Inc.) ("Merger Subsidiary"), pursuant to which Merger Subsidiary will merge (the "Merger") with and into the Company, whereupon the existence of Merger Subsidiary will cease and the Company will become the surviving corporation and a wholly-owned subsidiary of Lanxess. The Merger became effective on April 21, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Company's common stock, par value $0.01, outstanding immediately prior to the Effective Time was converted into the right to receive $33.50 in cash, without interest (the "Merger Consideration"). Represents unvested restricted stock units ("RSUs") that were automatically cancelled in connection with the Merger and converted to a deferred cash award in an amount equal to the product of the Merger Consideration and the number of shares represented by such RSUs (the "Deferred Cash Award"). The Deferred Cash Award continues to be subject to the same terms and conditions of the RSUs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the RSUs prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each option to purchase Common Stock that was outstanding prior to the Effective Time was cancelled and converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock underlying such option and (B) the excess, if any, of the Merger Consideration over the applicable exercise price of such option. Represents performance share awards relating to Common Stock ("PSAs") that were automatically converted in connection with the Merger to an amount equal to the product of the Merger Consideration and the number of shares represented by such PSAs, which number is based on the target performance level (the "PS Consideration"); provided, however, that in the case of PSAs for which the applicable performance period had not ended as of the Effective Time, such PSAs were converted to a deferred cash award equal to the PS Consideration and continue to be subject to the same terms and conditions of the PSAs as in effect immediately prior to the Effective Time and will be paid solely in cash in accordance with the vesting and payment schedule applicable to the PSAs prior to the Effective Time. EVP, Supply Chain and Operations /s/ Alan Schutzman by Power of Attorney 2017-04-24