0000899243-16-028393.txt : 20160902 0000899243-16-028393.hdr.sgml : 20160902 20160902082015 ACCESSION NUMBER: 0000899243-16-028393 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160831 FILED AS OF DATE: 20160902 DATE AS OF CHANGE: 20160902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AXIALL CORP/DE/ CENTRAL INDEX KEY: 0000805264 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 581563799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7703954500 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: AXIALL Corp /DE/ DATE OF NAME CHANGE: 20130128 FORMER COMPANY: FORMER CONFORMED NAME: GEORGIA GULF CORP /DE/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fishbein Daniel S. CENTRAL INDEX KEY: 0001649278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09753 FILM NUMBER: 161867116 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE STREET 2: SUITE 1200 CITY: ATLANTA STATE: GA ZIP: 30328 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-08-31 1 0000805264 AXIALL CORP/DE/ AXLL 0001649278 Fishbein Daniel S. 1000 ABERNATHY RD. NE SUITE 1200 ATLANTA GA 30328 0 1 0 0 See Remarks AXLL Common Stock 2016-08-31 4 D 0 110702 D 0 D Disposed of pursuant to the Agreement and Plan of Merger dated as of June 10, 2016 (the "Merger Agreement") among the Issuer, Westlake Chemical Corporation ("Westlake") and Lagoon Merger Sub, Inc., a wholly owned subsidiary of Westlake ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as as a wholly-owned subsidiary of Westlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer common stock was canceled and converted into the right to receive $33.00 in cash (the "Merger Consideration"). The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. Includes (i) 108,284 shares underlying restricted share unit awards with respect to Issuer common stock which, pursuant to the Merger Agreement, at the effective time of the Merger, was assumed by Westlake and converted into restricted share unit awards with respect to Westlake common stock (which are intended to be settled in cash to the extent permitted by the terms of the applicable award agreement for the restricted share unit awards with respect to Issuer common stock), with the total number of shares of Westlake common stock underlying each such restricted share unit award determined by multiplying the number of shares underlying restricted share unit awards with respect to Issuer common stock immediately prior to the effective time of the Merger by an exchange ratio set forth in the Merger Agreement and rounded to the nearest whole share. Vice President and General Counsel /s/ Daniel S. Fishbein 2016-08-31