0001562180-21-000608.txt : 20210129 0001562180-21-000608.hdr.sgml : 20210129 20210129090707 ACCESSION NUMBER: 0001562180-21-000608 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210129 FILED AS OF DATE: 20210129 DATE AS OF CHANGE: 20210129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khan Fareed A CENTRAL INDEX KEY: 0001349380 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38009 FILM NUMBER: 21568381 MAIL ADDRESS: STREET 1: USG CORPORATION STREET 2: 125 SOUTH FRANKLIN STREET CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Foundation Building Materials, Inc. CENTRAL INDEX KEY: 0001688941 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 814259606 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2520 RED HILL AVE. CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: (657) 900-3157 MAIL ADDRESS: STREET 1: 2520 RED HILL AVE. CITY: SANTA ANA STATE: CA ZIP: 92705 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2021-01-29 true 0001688941 Foundation Building Materials, Inc. FBM 0001349380 Khan Fareed A 2520 RED HILL AVE. SANTA ANA CA 92705 true false false false Common Stock 2021-01-29 4 D false 13743.00 19.25 D 0.00 D Restricted Stock Unit 2021-01-29 4 D false 5232.00 D Common Stock 5232.00 0.00 D Pursuant to the Agreement and Plan of Merger, dated as of November 14, 2020 (the "Merger Agreement") by and among the Company, ASP Flag Intermediate Holdings, Inc., a Delaware corporation ("Parent") and ASP Flag Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on January 29, 2021, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $19.25 per share in cash, without interest and less any applicable tax withholdings. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $19.25 in cash. /s/ Richard Tilley, Attorney-in-Fact 2021-01-29