0001140361-23-048749.txt : 20231018 0001140361-23-048749.hdr.sgml : 20231018 20231018172012 ACCESSION NUMBER: 0001140361-23-048749 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231018 FILED AS OF DATE: 20231018 DATE AS OF CHANGE: 20231018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tiedeman Forrest CENTRAL INDEX KEY: 0001948459 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14962 FILM NUMBER: 231332885 MAIL ADDRESS: STREET 1: C/O CIRCOR INTERNATIONAL, INC. STREET 2: 30 CORPORATE DRIVE, SUITE 200 CITY: BURLINGTON STATE: MA ZIP: 01803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCOR INTERNATIONAL INC CENTRAL INDEX KEY: 0001091883 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 043477276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O CIRCOR INC STREET 2: 30 CORPORATE DR., SUITE 200 CITY: BURLINGTON STATE: MA ZIP: 01803-4238 BUSINESS PHONE: 7812701200 MAIL ADDRESS: STREET 1: C/O CIRCOR INC STREET 2: 30 CORPORATE DR., SUITE 200 CITY: BURLINGTON STATE: MA ZIP: 01803-4238 4 1 form4.xml X0508 4 2023-10-18 true 0001091883 CIRCOR INTERNATIONAL INC CIR 0001948459 Tiedeman Forrest 30 CORPORATE DRIVE, SUITE 200 BURLINGTON MA 01803 true Vice President, Treasury & Tax false Common Stock 2023-10-18 4 D 0 1185 D 0 D Restricted Stock Unit 0 2023-10-18 4 D 0 331 0 D 2024-08-12 2031-08-12 Common Stock 331 0 D Restricted Stock Unit 0 2023-10-18 4 D 0 1484 0 D 2024-03-15 2032-08-15 Common Stock 1484 0 D Restricted Stock Unit 0 2023-10-18 4 D 0 2160 0 D 2024-03-17 2033-03-17 Common Stock 2160 0 D Pursuant to the Agreement and Plan of Merger dated June 5, 2023 (as amended on June 26, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on June 29, 2023 by Amendment No. 2 to Agreement and Plan of Merger, the "Merger Agreement"), by and among CIROCR International, Inc. ("CIRCOR"), Cube BidCo, Inc., a Delaware corporation ("Parent"), and Cube Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which Cube Merger Sub, Inc. merged with and into CIRCOR, with CIRCOR remaining as the surviving corporation (the "Surviving Corporation"), at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of CIRCOR ("Company Common Stock"), immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $56.00, without interest (continued in Footnote 2) (the "Merger Consideration"), and as of the Effective Time, all such shares of Company Common Stock are no longer outstanding and were automatically cancelled and cease to exist. The Restricted Stock Units ("RSUs") were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on August 12, 2021 utilizing a fair market value of a share of CIRCOR's stock of $32.54. The RSU grant vested as to one-third on each of August 12, 2022 and August 12, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of restricted stock units in the Surviving Corporation (a "Replacement RSU"), which Replacement RSU will vest at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms. Such Replacement RSUs will be settled only in cash. The RSUs were granted to the Reporting Person by CIRCOR as part of equity incentive grants made by CIRCOR on August 15, 2022 utilizing a fair market value of a share of CIRCOR's stock of $19.74. The RSU vested as to one-third on August 15, 2023. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of Replacement RSUs, which Replacement RSU will vest and be payable at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms. Such Replacement RSUs will be settled only in cash. The RSUs entitled the Reporting Person to receive shares of CIRCOR common stock in equal installments of one-third of the original RSU grant on each of the first three anniversaries of the grant date. The RSUs automatically convert into shares of common stock on a one-for-one basis at no conversion cost to the Reporting Person. Pursuant to the Merger Agreement, as of the Effective Time, each unvested RSU was canceled and converted into a grant of Replacement RSUs, which Replacement RSU will vest at the same time and on the same terms and conditions as the unvested RSU for which such Replacement RSU was exchanged would have vested pursuant to its terms. Such Replacement RSUs will be settled only in cash. /s/ Paul Caron, their attorney in fact 2023-10-18