0001104659-19-012424.txt : 20190304 0001104659-19-012424.hdr.sgml : 20190304 20190304160233 ACCESSION NUMBER: 0001104659-19-012424 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190228 FILED AS OF DATE: 20190304 DATE AS OF CHANGE: 20190304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LaBuschewsky Ronald J. CENTRAL INDEX KEY: 0001676284 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36477 FILM NUMBER: 19653682 MAIL ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE STREET 2: SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nexeo Solutions, Inc. CENTRAL INDEX KEY: 0001604416 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 465188282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (281) 297-0700 MAIL ADDRESS: STREET 1: 3 WATERWAY SQUARE PLACE, SUITE 1000 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: WL Ross Holding Corp. DATE OF NAME CHANGE: 20140401 4 1 a4.xml 4 X0306 4 2019-02-28 1 0001604416 Nexeo Solutions, Inc. NXEO 0001676284 LaBuschewsky Ronald J. C/O NEXEO SOLUTIONS, INC. 3 WATERWAY SQUARE PLACE, SUITE 1000 THE WOODLANDS TX 77380 0 1 0 0 See Remarks Common Stock 2019-02-28 4 D 0 72345 0.00 D 1846585 D Common Stock 2019-02-28 4 D 0 55403 0.00 D 1791182 D Common Stock 2019-02-28 4 D 0 1791182 0.00 D 0 D Stock Option (Right to Buy) 7.42 2019-02-28 4 D 0 32345 2.71 D Common Stock 32345 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), by and among Nexeo Solutions, Inc. (the "Issuer"), Univar Inc. ("Univar"), Pilates Merger Sub I Corp and Pilates Merger Sub II LLC, each share of Issuer common stock ("Common Stock") issued and outstanding immediately prior to the Initial Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into (A) 0.305 shares of common stock of Univar, par value $0.01 per share (the "Exchange Ratio") and (B) the right to receive $3.02 in cash, without interest (the "Merger Consideration"). 23,058 of these securities represent shares of Common Stock underlying Issuer restricted shares awards ("RSA") subject to time-based vesting. Pursuant to the Merger Agreement, on February 28, 2019, unvested RSAs outstanding immediately prior to the Initial Effective Time were terminated and canceled immediately prior to the Initial Effective Time and converted into the right to receive the Merger Consideration. These securities represent shares of Common Stock underlying Issuer performance share units awards ("PSU") subject to performance-based vesting. Pursuant to the Merger Agreement, on February 28, 2019, PSUs outstanding immediately prior to the Initial Effective Time, whether vested or unvested, were terminated and canceled immediately prior to the Initial Effective Time and converted into the right to receive the Merger Consideration with respect to the number of shares of Common Stock subject to such PSU based on actual performance as of the Initial Effective Time as determined by the Compensation Committee of the Issuer's board of directors. On June 9, 2016, Nexeo Holdco, LLC, a Delaware limited liability company (the "Management Company"), received 1,791,182 shares of Common Stock (the "Founder Shares") as consideration in connection with the business combination of WL Ross Holding Corp. and Nexeo Solutions Holdings, LLC. The Reporting Person holds a direct membership interest in the Management Company. The Reporting Person disclaims beneficial ownership of all securities reported except to the extent of such Reporting Person's pecuniary interest therein. Pursuant to the Merger Agreement, at the Initial Effective Time, each Founder Share ceased to exist and was converted into the right to receive the Merger Consideration. Represents shares of Common Stock underlying a non-qualified stock option ("Option") award with an exercise price less than the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement). Pursuant to the Merger Agreement, on February 28, 2019, each vested or unvested Option with an exercise price less than the Per Share Cash Equivalent Consideration outstanding immediately prior to the Initial Effective Time was canceled and the underlying shares converted into the right to receive the Per Share Cash Equivalent Consideration (net of the Option exercise price, as described in the Merger Agreement). The price reflected in this column is the cash payment amount per Option (representing the difference between the Per Share Cash Equivalent Consideration and the Option exercise price). The Reporting Person received a total of $26,595.35 in cash and 2,682 shares of Univar common stock in connection with the exercise such Options. Senior Vice President, Supply Chain and Environmental Services /s/ Michael B. Farnell, Jr. Attorney-in-Fact for Ronald J. LaBuschewsky 2019-03-04