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