0000899243-15-004461.txt : 20150903
0000899243-15-004461.hdr.sgml : 20150903
20150903172613
ACCESSION NUMBER: 0000899243-15-004461
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150903
FILED AS OF DATE: 20150903
DATE AS OF CHANGE: 20150903
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PMFG, Inc.
CENTRAL INDEX KEY: 0001422862
STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569]
IRS NUMBER: 510661574
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0627
BUSINESS ADDRESS:
STREET 1: 14651 NORTH DALLAS PARKWAY
STREET 2: SUITE 500
CITY: DALLAS
STATE: TX
ZIP: 75254
BUSINESS PHONE: (214) 357-6181
MAIL ADDRESS:
STREET 1: 14651 NORTH DALLAS PARKWAY
STREET 2: SUITE 500
CITY: DALLAS
STATE: TX
ZIP: 75254
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TAYLOR DAVID
CENTRAL INDEX KEY: 0001189707
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34156
FILM NUMBER: 151092803
MAIL ADDRESS:
STREET 1: 14651 NORTH DALLAS PARKWAY SUITE 500
CITY: DALLAS
STATE: TX
ZIP: 75254
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-09-03
1
0001422862
PMFG, Inc.
PMFG
0001189707
TAYLOR DAVID
14651 NORTH DALLAS PARKWAY
DALLAS
TX
75254
0
1
0
0
Vice President
Common Stock
2015-09-03
4
D
0
39382
D
0
D
Restricted Stock Unit
2015-09-03
4
D
0
15947
D
Common Stock
15947
0
D
Non Qualified Stock Option
4.5975
2015-09-03
4
D
0
2000
D
2007-01-11
2016-01-11
Common Stock
2000
0
D
Non Qualified Stock Option
4.5975
2015-09-03
4
D
0
2000
D
2008-01-11
2016-01-11
Common Stock
2000
0
D
Non Qualified Stock Option
4.5975
2015-09-03
4
D
0
2000
D
2009-01-11
2016-01-11
Common Stock
2000
0
D
Non Qualified Stock Option
4.5975
2015-09-03
4
D
0
2000
D
2010-01-11
2016-01-11
Common Stock
2000
0
D
The shares were cancelled upon completion of PMFG, Inc.'s merger (the "Merger") with and into a wholly-owned subsidiary of CECO Environmental Corp. ("CECO"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2015, among PMFG, Inc. (the "Company"), CECO, Top Gear Acquisition Inc., and Top Gear Acquisition II LLC, each issued and outstanding share of Company common stock was cancelled and converted into the right to receive either (a) 0.6456 shares of CECO common stock, plus cash (without interest) in lieu of any fraction share of CECO common stock that would otherwise be issued or (b) $6.85 in cash, without interest, for each share of Company common stock, depending on the consideration election made by the reporting person and subject to cash/stock elections and the proration procedures set forth in the Merger Agreement.
Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding restricted stock unit became fully vested and automatically cancelled and converted into the right to receive $6.85, without interest, per share of Company common stock subject to such restricted stock unit.
These options were previously reported on January 12, 2006, as covering a total of 500 shares at an exercise price of $18.39 per share, but were adjusted to reflect the two-for-one stock split that occurred on June 8, 2007 and the subsequent reorganization of the Company that occurred on August 15, 2008, which had the same effect as an additional two-for-one stock split.
Pursuant to the Merger Agreement, upon the completion of the Merger, each outstanding stock option became fully vested and automatically cancelled and converted into the right to receive the excess of $6.85 over the exercise price per share of Company common stock for each share of Company common stock issuable upon exercise of such stock option.
/s/ Ronald L. McCrummen as attorney-in-fact
2015-09-03