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