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