0001562180-21-000606.txt : 20210129
0001562180-21-000606.hdr.sgml : 20210129
20210129090650
ACCESSION NUMBER: 0001562180-21-000606
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210129
FILED AS OF DATE: 20210129
DATE AS OF CHANGE: 20210129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tilley Richard James
CENTRAL INDEX KEY: 0001697568
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38009
FILM NUMBER: 21568372
MAIL ADDRESS:
STREET 1: 2741 WALNUT AVENUE
STREET 2: SUITE 200
CITY: TUSTIN
STATE: CA
ZIP: 92780
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Foundation Building Materials, Inc.
CENTRAL INDEX KEY: 0001688941
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030]
IRS NUMBER: 814259606
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2520 RED HILL AVE.
CITY: SANTA ANA
STATE: CA
ZIP: 92705
BUSINESS PHONE: (657) 900-3157
MAIL ADDRESS:
STREET 1: 2520 RED HILL AVE.
CITY: SANTA ANA
STATE: CA
ZIP: 92705
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2021-01-29
true
0001688941
Foundation Building Materials, Inc.
FBM
0001697568
Tilley Richard James
2520 RED HILL AVE.
SANTA ANA
CA
92705
false
true
false
false
VP, Secretary, General Counsel
Common Stock
2021-01-29
4
D
false
15066.00
19.25
D
0.00
D
Restricted Stock Units
2021-01-29
4
D
false
35319.00
D
Common Stock
35319.00
0.00
D
Stock Option
15.40
2021-01-29
4
D
false
24300.00
D
Common Stock
24300.00
0.00
D
Stock Option
14.00
2021-01-29
4
D
false
23060.00
D
Common Stock
23060.00
0.00
D
Stock Option
9.44
2021-01-29
4
D
false
54990.00
D
Common Stock
54990.00
0.00
D
Stock Options
18.61
2021-01-29
4
D
false
26820.00
D
Common Stock
26820.00
0.00
D
Pursuant to the Agreement and Plan of Merger, dated as of November 14, 2020 (the "Merger Agreement") by and among the Company, ASP Flag Intermediate Holdings, Inc., a Delaware corporation ("Parent") and ASP Flag Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on January 29, 2021, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $19.25 per share in cash, without interest and less any applicable tax withholdings.
Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $19.25 in cash.
Pursuant to the Merger Agreement, each option to purchase shares of common stock that is outstanding immediately prior to the consummation of the Merger will fully vest and be converted into the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the remainder, if positive, of $19.25 minus the exercise price per share of the Company stock option multiplied by (y) the number of shares of common stock. If the exercise price per share of a Company stock option equals or exceeds $19.25, the Company stock option will be canceled.
/s/ Richard James Tilley
2021-01-29