0000899243-23-017794.txt : 20230804
0000899243-23-017794.hdr.sgml : 20230804
20230804144758
ACCESSION NUMBER: 0000899243-23-017794
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230801
FILED AS OF DATE: 20230804
DATE AS OF CHANGE: 20230804
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jerding Pat
CENTRAL INDEX KEY: 0001804537
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37443
FILM NUMBER: 231143560
MAIL ADDRESS:
STREET 1: 3075 HIGHLAND PARKWAY
STREET 2: SUITE 200
CITY: DOWNERS GROVE
STATE: IL
ZIP: 60515
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Univar Solutions Inc.
CENTRAL INDEX KEY: 0001494319
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160]
IRS NUMBER: 261251958
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3075 HIGHLAND PARKWAY
STREET 2: SUITE 200
CITY: DOWNERS GROVE
STATE: IL
ZIP: 60515
BUSINESS PHONE: 331-777-6000
MAIL ADDRESS:
STREET 1: 3075 HIGHLAND PARKWAY
STREET 2: SUITE 200
CITY: DOWNERS GROVE
STATE: IL
ZIP: 60515
FORMER COMPANY:
FORMER CONFORMED NAME: Univar Inc.
DATE OF NAME CHANGE: 20100615
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-08-01
1
0001494319
Univar Solutions Inc.
UNVR
0001804537
Jerding Pat
C/O UNIVAR SOLUTIONS INC.
3075 HIGHLAND PARKWAY, SUITE 200
DOWNERS GROVE
IL
60515
0
1
0
0
SVP, Chief Information Officer
0
Common Stock
2023-08-01
4
D
0
34678
36.15
D
0
D
Performance-Based Restricted Stock Units
2023-08-01
4
D
0
5304
36.15
D
Common Stock
5304
0
D
Restricted Stock Units - 23
2023-08-01
4
D
0
7810
36.15
D
Common Stock
7810
0
D
Restricted Stock Units -21
2023-08-01
4
D
0
3684
36.15
D
Common Stock
3684
0
D
Restricted Stock Units- 22
2023-08-01
4
D
0
7047
36.15
D
Common Stock
7047
0
D
Stock Options (right to buy)
22.94
2023-08-01
4
D
0
16340
36.15
D
2030-02-21
Common Stock
16340
0
D
Represents shares of Univar Solutions Inc. ("Univar") common stock disposed of in connection with the Agreement and Plan of Merger ("Merger Agreement"), dated as of March 13, 2023, by and among Univar and affiliates of funds managed by Apollo Global Management, Inc. In accordance with the Merger Agreement, at the effective time, each share of Univar common stock held by the reporting person was converted into the right to receive $36.15 in cash (the "Merger Consideration"). In addition, pursuant to a Rollover Agreement (the "Rollover Agreement"), among Windsor Management Holdings, L.P. ("Parent"), Windsor Holdings One, Inc. ("Windsor One"), and the reporting person and affiliates of the reporting person, the reporting person contributed shares, at a value of $36.15 per share, to Windsor One and subsequently contributed shares of Windsor One to Parent in exchange for a number common and preferred units of Parent calculated pursuant to the Rollover Agreement.
In accordance with the Merger Agreement, at the effective time, each restricted stock unit award ("RSU Award") other than performance-based restricted stock units ("PRSU Awards"), and stock options ("Options") was cashed out based on the Merger Consideration (and less the exercise price, in the case of each Option). Each PRSU Award became fully vested with respect to a number of shares equal to: (a) for each such award granted in 2021, 170% of the target number of shares covered by the award, (b) for each such award granted in 2022, 150% of the target number of shares covered by the award and (c) for each such award granted on or following January 1, 2023, the target number of shares covered by such award. To the extent that a PRSU Award became vested, the PRSU Award was cashed out based on the Merger Consideration.
In connection with the transaction, the reporting person ceased to be a Section 16 reporting person.
/s/ Pat Jerding
2023-08-03