0000899243-20-003589.txt : 20200207 0000899243-20-003589.hdr.sgml : 20200207 20200207101921 ACCESSION NUMBER: 0000899243-20-003589 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200207 FILED AS OF DATE: 20200207 DATE AS OF CHANGE: 20200207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Duff Sherry CENTRAL INDEX KEY: 0001683218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33124 FILM NUMBER: 20585192 MAIL ADDRESS: STREET 1: 259 PROSPECT PLAINS RD STREET 2: BLDG A CITY: CRANBURY STATE: NJ ZIP: 08512 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Innophos Holdings, Inc. CENTRAL INDEX KEY: 0001364099 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 201380758 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: (609) 495 2495 MAIL ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-07 1 0001364099 Innophos Holdings, Inc. IPHS 0001683218 Duff Sherry 259 PROSPECT PLAINS RD., BUILDING A CRANBURY NJ 08512 0 1 0 0 SVP, CMO & Tech Officer Common Stock, par value $0.001 per share 2020-02-07 4 D 0 6904 D 0 D Performance Shares 2020-02-07 4 D 0 1018 D Common Stock 1018 0 D Performance Shares 2020-02-07 4 D 0 1847 D Common Stock 1847 0 D Performance Shares 2020-02-07 4 D 0 2717 D Common Stock 2717 0 D Stock Option (Right to Buy) 52.51 2020-02-07 4 D 0 4545 D 2027-04-03 Common Stock 4545 0 D Stock Option (Right to Buy) 39.28 2020-02-07 4 D 0 10147 D 2028-04-02 Common Stock 10147 0 D Stock Option (Right to Buy) 31.03 2020-02-07 4 D 0 19660 D 2029-04-01 Common Stock 19660 0 D Pursuant to the Agreement and Plan of Merger among the Issuer, Iris Parent LLC ("Parent") and Iris Merger Sub 2019, Inc. dated as of October 20, 2019, the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time") on February 7, 2020. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), (including each restricted share) was automatically converted into the right to receive $32.00 in cash, without interest. Each performance share represented the right to receive shares of Common Stock, subject to the achievement of certain performance measures. Pursuant to the Merger Agreement, as of the Effective Time, each performance share outstanding and unvested immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the target number of shares of Common Stock subject to such performance share multiplied by (ii) $32.00, plus the amount of any accrued but unpaid dividend equivalents associated with such performance share, less any applicable tax withholding. Pursuant to the Merger Agreement, each stock option outstanding and unexercised immediately prior to the Effective Time immediately vested (if unvested) and was converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such stock option multiplied by (ii) the excess of (x) $32.00 over (y) the exercise price payable in respect of each share of Common Stock subject to such stock option, less any applicable tax withholding; provided, however, that stock options with an exercise price equal to or greater than $32.00 were cancelled without the right to receive any cash payment in consideration thereof. /s/ Joshua S. Horenstein, as Attorney-in-Fact 2020-02-07