Statement of Changes in Beneficial Ownership (4)
18 März 2022 - 10:52PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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McPherson John R |
2. Issuer Name and Ticker or Trading Symbol
Forterra, Inc.
[
FRTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
511 E. JOHN CARPENTER FREEWAY, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2022 |
(Street)
IRVING, TX 75062
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/18/2022 | | D(1) | | 76302 | D | $24 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $18.0 | 3/18/2022 | | D (2) | | | 2810 | (3) | 10/19/2026 | Common Stock | 2810.0 | $0 | 0 | D | |
Stock Option (Right to Buy) | $4.6 | 3/18/2022 | | D (2) | | | 224282 | (4) | 6/21/2029 | Common Stock | 224282.0 | $0 | 0 | D | |
Restricted Stock Unit | (5) | 3/18/2022 | | D (6) | | | 6855 | (6) | (6) | Common Stock | 6855.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2021 (the "Merger Agreement"), by and among Forterra, Inc., a Delaware corporation, (the "Company", Quikrete Holdings, Inc., a Delaware corporation ("Parent"), and Jordan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. 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 ("Common Stock") was canceled and converted automatically into the right to receive $24.00 per share in cash, without interest and less any applicable tax withholdings. |
(2) | Pursuant to the Merger Agreement, each option to purchase shares of Common Stock immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash. |
(3) | Stock Options vested on October 19, 2017. |
(4) | Stock Options vested equally in two installments on the 6/21/20 and 6/21/21. |
(5) | Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
(6) | Pursuant to the Merger Agreement, each restricted stock unit immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McPherson John R 511 E. JOHN CARPENTER FREEWAY SUITE 600 IRVING, TX 75062 | X |
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Signatures
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/s/ Lori M. Browne, attorney-in-fact for John McPherson | | 3/18/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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