0001641991-22-000049.txt : 20220405
0001641991-22-000049.hdr.sgml : 20220405
20220405160909
ACCESSION NUMBER: 0001641991-22-000049
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: Eamigh Kevin
CENTRAL INDEX KEY: 0001649976
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37393
FILM NUMBER: 22806853
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_164918933412678.xml
FORM 4
X0306
4
2022-04-05
1
0001641991
SPX FLOW, Inc.
FLOW
0001649976
Eamigh Kevin
C/O SPX FLOW, INC.
13320 BALLANTYNE CORPORATE PLACE
CHARLOTTE
NC
28277
0
1
0
0
CIO and VP, Global Bus. Serv.
Common Stock
2022-04-05
4
J
0
28243
D
14719
D
Common Stock
2022-04-05
4
D
0
14719
86.50
D
0
D
Common Stock
2022-04-05
4
D
0
1220
86.50
D
0
I
401(k) Plan
Restricted Stock Unit
0.0
2022-04-05
4
D
0
2207
D
Common Stock
2207.0
0
D
Restricted Stock Unit
0.0
2022-04-05
4
D
0
2073
D
Common Stock
2073.0
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 28,243 shares of common stock in exchange for equity interests in an affiliate of Parent having an aggregate value of $2,443,019.50.
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.
Peter Ryan, Attorney In Fact for Kevin Eamigh
2022-04-05