Statement of Changes in Beneficial Ownership (4)
05 April 2022 - 10:23PM
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
*
Michael Marc G. |
2. Issuer Name and Ticker or Trading Symbol
SPX FLOW, Inc.
[
FLOW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O SPX FLOW, INC., 13320 BALLANTYNE CORPORATE PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/5/2022 |
(Street)
CHARLOTTE, NC 28277
(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 | 4/5/2022 | | J | | 115610 | D | (1) | 13820 | D | |
Common Stock | 4/5/2022 | | D | | 13820 | D | $86.50 (2) | 0 | D | |
Common Stock | 4/5/2022 | | D | | 89080 | D | $86.50 (2) | 0 | I | By Trust |
Common Stock | 4/5/2022 | | D | | 2151 | D | $86.50 (2) | 0 | I | 401(k) Plan |
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 |
Restricted Stock Unit | $0.0 | 4/5/2022 | | D | | | 15007 | (3) | (3) | Common Stock | 15007.0 | (4) | 0 | D | |
Restricted Stock Unit | $0.0 | 4/5/2022 | | D | | | 12162 | (5) | (5) | Common Stock | 12162.0 | (4) | 0 | D | |
Employee stock option to purchase common stock | $61.29 | 4/5/2022 | | D | | | 15801 | (6) | 1/2/2025 | Common Stock | 15801.0 | (6) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to that certain Contribution Agreement by and between Reporting Person and LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company ("Parent"), dated as of April 5, 2022, Reporting Person rolled over 115,610 shares of common stock in exchange for equity interests in an affiliate of Parent having an aggregate value of $10,000,265. |
(2) | Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 12, 2021, by and among the Company, Parent, and Redwood Star Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, in exchange for a cash payment of $86.50 per share. |
(3) | The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 27, 2021. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. |
(4) | Pursuant to the terms of the Merger Agreement, upon consummation of the transactions contemplated thereby, each Restricted Stock Unit was automatically canceled and converted into the right to receive an amount in cash, without interest and less applicable taxes, equal to (1) the total number of shares of common stock subject to such Restricted Stock Unit multiplied by (2) $86.50. |
(5) | The restricted stock units were originally scheduled to vest in three equal annual installments beginning on February 24, 2022. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the Issuer's Board of Directors on December 20, 2021, in connection with the Merger Agreement. |
(6) | This fully vested option was cancelled in connection with the Merger Agreement in exchange for a cash payment of $398,343.21, representing the difference between the exercise price of the option and the market value of the underlying common stock on the effective date of the merger ($86.50 per share). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Michael Marc G. C/O SPX FLOW, INC. 13320 BALLANTYNE CORPORATE PLACE CHARLOTTE, NC 28277 | X |
| President and CEO |
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Signatures
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Peter Ryan, Attorney In Fact for Marc G. Michael | | 4/5/2022 |
**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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