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