0001179110-18-004261.txt : 20180313 0001179110-18-004261.hdr.sgml : 20180313 20180313205709 ACCESSION NUMBER: 0001179110-18-004261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180309 FILED AS OF DATE: 20180313 DATE AS OF CHANGE: 20180313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dearth Randall S. CENTRAL INDEX KEY: 0001418244 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10776 FILM NUMBER: 18688141 MAIL ADDRESS: STREET 1: CALGON CARBON CORPORATION STREET 2: P.O. BOX 717 CITY: PITTSBURGH STATE: X1 ZIP: 15230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALGON CARBON Corp CENTRAL INDEX KEY: 0000812701 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 250530110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3000 GSK DRIVE CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 BUSINESS PHONE: 4127876700 MAIL ADDRESS: STREET 1: 3000 GSK DRIVE CITY: MOON TOWNSHIP STATE: PA ZIP: 15108 FORMER COMPANY: FORMER CONFORMED NAME: CALGON CARBON CORPORATION DATE OF NAME CHANGE: 19920703 4 1 edgar.xml FORM 4 - X0306 4 2018-03-09 1 0000812701 CALGON CARBON Corp CCC 0001418244 Dearth Randall S. 3000 GSK DRIVE MOON TOWNSHIP PA 15108 1 1 0 0 President & CEO Common Stock 2018-03-09 4 D 0 100959 21.50 D 0 D Employee Stock Option (Right-to-Buy) 13.71 2018-03-09 4 D 0 50000 21.50 D 2013-08-01 2019-08-01 Common Stock 50000 0 D Employee Stock Option (Right-to-Buy) 17.17 2018-03-09 4 D 0 57095 21.50 D 2014-02-27 2020-02-27 Common Stock 57095 0 D Employee Stock Option (Right-to-Buy) 21.31 2018-03-09 4 D 0 64174 21.50 D 2015-05-14 2021-05-14 Common Stock 64174 0 D Employee Stock Option (Right-to-Buy) 20.86 2018-03-09 4 D 0 71023 21.50 D 2016-02-25 2022-02-25 Common Stock 71023 0 D Employee Stock Option (Right-to-Buy) 14.06 2018-03-09 4 D 0 80788 21.50 D 2017-02-25 2023-02-25 Common Stock 80788 0 D Employee Stock Option (Right-to-Buy) 14.37 2018-03-09 4 D 0 77786 21.50 D 2018-03-02 2024-03-02 Common Stock 77786 0 D Phantom Stock Units 0 2018-03-09 4 D 0 794.88 21.50 D 2018-03-09 2018-03-09 Common Stock 794.88 0 D On September 21, 2017, Calgon Carbon Corporation (the "Company"), Kuraray Co., Ltd., a company organized under the laws of Japan ("Kuraray"), Kuraray Holdings U.S.A., Inc., a Delaware corporation ("Parent") and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "merger agreement"), pursuant to which, on March 9, 2018, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray. On March 9, 2018, each issued and outstanding share of Company common stock was automatically converted into the right to receive cash in an amount equal to $21.50, without interest (the "merger consideration"). Pursuant to the merger agreement, on March 9, 2018, each outstanding and unexercised option to purchase shares of Company common stock (each, an "option"), whether vested or unvested, terminated and was converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Company common stock previously subject to such option and (2) the excess, if any, of the merger consideration over the exercise price per share set forth in such option. Pursuant to the merger agreement, on March 9, 2018, each outstanding and unexercised Company phantom stock unit (each, a "phantom stock unit") award terminated and was converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Company common stock subject to such phantom stock unit award, including any dividends credited with respect thereto, and (2) the merger consideration. /s/ Chad Whalen, Attorney-in-Fact 2018-03-13