0000899243-17-027664.txt : 20171130 0000899243-17-027664.hdr.sgml : 20171130 20171130160054 ACCESSION NUMBER: 0000899243-17-027664 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171130 FILED AS OF DATE: 20171130 DATE AS OF CHANGE: 20171130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kramer Douglas J CENTRAL INDEX KEY: 0001317220 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31354 FILM NUMBER: 171231293 MAIL ADDRESS: STREET 1: 83 SOUTH PALM CREST CIRCLE CITY: THE WOODLANDS STATE: TX ZIP: 77382 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LAPOLLA INDUSTRIES INC CENTRAL INDEX KEY: 0000875296 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 133545304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 281-219-4700 MAIL ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: IFT CORP DATE OF NAME CHANGE: 20050103 FORMER COMPANY: FORMER CONFORMED NAME: URECOATS INDUSTRIES INC DATE OF NAME CHANGE: 19990217 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL CHILD CARE INC DATE OF NAME CHANGE: 19931117 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-30 0 0000875296 LAPOLLA INDUSTRIES INC LPAD 0001317220 Kramer Douglas J C/O LAPOLLA INDUSTRIES, INC. 15402 VANTAGE PKWY E, #322 HOUSTON TX 77032 1 1 0 0 CEO and President Common Stock, PV $.01 2017-11-30 4 D 0 500000 1.03 D 0 D Option (Right to Buy) 0.72 2017-11-30 4 D 0 500000 D 2019-01-22 Common Stock 500000 0 D Option (Right to Buy) 0.42 2017-11-30 4 D 0 350000 D 2019-04-28 Common Stock 350000 0 D Option (Right to Buy) 0.40 2017-11-30 4 D 0 2000000 D 2024-03-14 Common Stock 2000000 0 D Effective November 30, 2017, pursuant to that certain Agreement and Plan of Merger, dated October 4, 2017, by and among Icynene U.S. Holding Corp. ("Parent"), Blaze Merger Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Lapolla Industries, Inc. (the "Issuer"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"). As consideration for the Merger, each share of Issuer common stock was cancelled and extinguished and converted into the right to receive $1.03 in cash (the "Per Share Merger Consideration"). This option, which provided for vesting in three equal annual installments beginning on January 22, 2015, was cancelled in the Merger in exchange for a cash payment of $155,000, representing, for each share for which the option was exercisable, the difference between the exercise price of the option and the Per Share Merger Consideration. This option, which provided for vesting in three equal annual installments beginning on December 31, 2014, was cancelled in the Merger in exchange for a cash payment of $213,500, representing, for each share for which the option was exercisable, the difference between the exercise price of the option and the Per Share Merger Consideration. This option, which provided for monthly vesting on a pro rata basis over a three-year period, was cancelled in the Merger in exchange for a cash payment of $1,260,000, representing, for each share for which the option was exercisable, the difference between the exercise price of the option and the Per Share Merger Consideration. /s/ Douglas J. Kramer 2017-11-30