0001298341-11-000066.txt : 20111205 0001298341-11-000066.hdr.sgml : 20111205 20111205193448 ACCESSION NUMBER: 0001298341-11-000066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111201 FILED AS OF DATE: 20111205 DATE AS OF CHANGE: 20111205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flitman David E CENTRAL INDEX KEY: 0001367688 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32342 FILM NUMBER: 111244239 MAIL ADDRESS: STREET 1: C/O NALCO COMPANY STREET 2: 1601 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nalco Holding CO CENTRAL INDEX KEY: 0001298341 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 161701300 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1601 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: (630) 305-1000 MAIL ADDRESS: STREET 1: 1601 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 FORMER COMPANY: FORMER CONFORMED NAME: Nalco CORP DATE OF NAME CHANGE: 20040723 4 1 primary_doc.xml PRIMARY DOCUMENT X0304 4 2011-12-01 1 0001298341 Nalco Holding CO NLC 0001367688 Flitman David E C/O NALCO COMPANY 1601 WEST DIEHL ROAD NAPERVILLE IL 60563 0 1 0 0 Senior EVP, President WPS Common Stock 2011-12-01 4 A 0 9866 0 A 26347 D Common Stock 2011-12-01 4 A 0 5350 0 A 26347 D Common Stock 2011-12-01 4 A 0 4880 0 A 26347 D Common Stock 2011-12-01 4 A 0 56180 0 A 82527 D Common Stock 2011-12-01 4 D 0 82527 D 0 D Stock Options 23.14 2011-12-01 4 D 0 13109 D 2018-09-08 Common Stock 13109 0 D Stock Options 11.92 2011-12-01 4 D 0 29896 D 2019-02-12 Common Stock 29896 0 D Stock Options 21.98 2011-12-01 4 D 0 14377 D 2020-02-09 Common Stock 14377 0 D Stock Options 27.54 2011-12-01 4 D 0 15742 D 2021-02-11 Common Stock 15742 0 D These Restricted Share Units have a variety of vesting schedules, which schedules have been previously disclosed. All such Restricted Share Units that were unvested as of November 30, 2011 were accelerated pursuant to Mr. Flitman's Change of Control Agreement with Nalco Holding Company ("Nalco"), which was triggered upon the closing of the transaction (the "Merger"), dated as of July 19, 2011, (the "Merger Agreement"), by and among Ecolab Inc. ("Ecolab"), Sustainability Partners Corporation and Nalco. The total amount of securities beneficially owned includes securities previously purchased and awarded. Mr. Flitman was granted 56,180 Performance-Vesting Restricted Share Units ("Performance RSU's") under Nalco's 2004 Stock Incentive Plan in connection with his hiring in August 2008, which were scheduled to vest, subject to the satisfaction of performance conditions, following the completion of the three year performance period ending December 31, 2011. Such Performance RSUs were unvested as of November 30, 2011 and were accelerated pursuant to their terms upon the closing of the Merger. Pursuant to the Merger Agreement, each outstanding share of Nalco Common Stock was converted into the right to receive either .7005 shares of Ecolab common Stock or $38.80 in cash, at each stockholder's election and subject to proration and reallocation procedures as described in the Merger Agreement. Because the proration and reallocation procedures have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of Nalco common stock disposed of in the merger. These options have a variety of different vesting schedules, which schedules have been previously disclosed. All options that were unvested as of November 30, 2011 were accelerated pursuant to Mr. Flitman's Change of Control Agreement with Nalco upon the closing of the Merger. These options were converted into an option to purchase 8,908 shares of Ecolab Inc. common stock at an exercise price of $34.06 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc. These options were converted into an option to purchase 20,316 shares of Ecolab Inc. common stock at an exercise price of $17.55 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc. These options were converted into an option to purchase 9,770 shares of Ecolab Inc. common stock at an exercise price of $32.35 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc. These options were converted into an option to purchase 10,698 shares of Ecolab Inc. common stock at an exercise price of $40.53 per share, with the same terms and conditions as the original Nalco stock option, pursuant to the Merger Agreement between Nalco Holding Company and Ecolab Inc. /s/Anne Marie Morris, as Attorney in Fact 2011-12-05