0001641991-22-000058.txt : 20220405 0001641991-22-000058.hdr.sgml : 20220405 20220405162231 ACCESSION NUMBER: 0001641991-22-000058 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220405 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Michael Marc G. CENTRAL INDEX KEY: 0001629081 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37393 FILM NUMBER: 22807172 MAIL ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPX FLOW, Inc. CENTRAL INDEX KEY: 0001641991 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 473110748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: (704) 752 4400 MAIL ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 FORMER COMPANY: FORMER CONFORMED NAME: SPX Flow, Inc. DATE OF NAME CHANGE: 20150511 4 1 wf-form4_164919013374198.xml FORM 4 X0306 4 2022-04-05 1 0001641991 SPX FLOW, Inc. FLOW 0001629081 Michael Marc G. C/O SPX FLOW, INC. 13320 BALLANTYNE CORPORATE PLACE CHARLOTTE NC 28277 1 1 0 0 President and CEO Common Stock 2022-04-05 4 J 0 115610 D 13820 D Common Stock 2022-04-05 4 D 0 13820 86.50 D 0 D Common Stock 2022-04-05 4 D 0 89080 86.50 D 0 I By Trust Common Stock 2022-04-05 4 D 0 2151 86.50 D 0 I 401(k) Plan Restricted Stock Unit 0.0 2022-04-05 4 D 0 15007 D Common Stock 15007.0 0 D Restricted Stock Unit 0.0 2022-04-05 4 D 0 12162 D Common Stock 12162.0 0 D Employee stock option to purchase common stock 61.29 2022-04-05 4 D 0 15801 D 2025-01-02 Common Stock 15801.0 0 D Pursuant to that certain Contribution Agreement by and between Reporting Person and LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company ("Parent"), dated as of April 5, 2022, Reporting Person rolled over 115,610 shares of common stock in exchange for equity interests in an affiliate of Parent having an aggregate value of $10,000,265. Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2021, by and among the Company, Parent, and Redwood Star Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, in exchange for a cash payment of $86.50 per share. The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 27, 2021. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, each Restricted Stock Unit was automatically canceled and converted into the right to receive an amount in cash, without interest and less applicable taxes, equal to (1) the total number of shares of common stock subject to such Restricted Stock Unit multiplied by (2) $86.50. The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 24, 2022. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. This fully vested option was cancelled in connection with the Merger Agreement in exchange for a cash payment of $398,343.21, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($86.50 per share). Peter Ryan, Attorney In Fact for Marc G. Michael 2022-04-05