0000899243-18-015508.txt : 20180607 0000899243-18-015508.hdr.sgml : 20180607 20180607170552 ACCESSION NUMBER: 0000899243-18-015508 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: Narain Duraiswami CENTRAL INDEX KEY: 0001657317 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16167 FILM NUMBER: 18887226 MAIL ADDRESS: STREET 1: 800 N 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 0001657317 Narain Duraiswami 800 N. LINDBERGH BLVD. ST. LOUIS MO 63167 0 1 0 0 Vice President and Treasurer Common Stock 2018-06-07 4 D 0 3415 D 0 D Common Stock 2018-06-07 4 D 0 1866 D 0 I By 401(k) Plan Common Stock 2018-06-07 4 D 0 5930 D 0 D Stock Option (Right to Buy) 89.45 2018-06-07 4 D 0 2970 D Common Stock 2970 0 D Stock Option (Right to Buy) 70.69 2018-06-07 4 D 0 3900 D Common Stock 3900 0 D Stock Option (Right to Buy) 81.80 2018-06-07 4 D 0 1180 D Common Stock 1180 0 D Stock Option (Right to Buy) 58.71 2018-06-07 4 D 0 4900 D Common Stock 4900 0 D Stock Option (Right to Buy) 74.79 2018-06-07 4 D 0 3530 D Common Stock 3530 0 D Stock Option (Right to Buy) 90.48 2018-06-07 4 D 0 2980 D Common Stock 2980 0 D Stock Option (Right to Buy) 106.05 2018-06-07 4 D 0 2590 D Common Stock 2590 0 D Stock Option (Right to Buy) 112.82 2018-06-07 4 D 0 2620 D Common Stock 2620 0 D Stock Option (Right to Buy) 91.34 2018-06-07 4 D 0 3450 D Common Stock 3450 0 D Stock Option (Right to Buy) 93.78 2018-06-07 4 D 0 1340 D Common Stock 1340 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. Jennifer Woods, Attorney-in-Fact 2018-06-07