SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Univar Solutions Inc. [ UNVR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/31/2019 | M | 2,850 | A | (1) | 73,352 | D | |||
| Common Stock | 12/31/2019 | M | 2,493 | A | (1) | 75,845 | D | |||
| Common Stock | 12/31/2019 | F | 2,511(2) | D | $24.24 | 73,334 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Performance-Based Restricted Stock Units | (3) | 12/31/2019 | M | 2,850(4) | (5)(6) | (5)(6) | Common Stock | 2,850 | $0.00(1) | 0 | D | ||||
| Performance-Based Restricted Stock Units | (3) | 12/31/2019 | M | 2,493(7) | (5)(6) | (5)(6) | Common Stock | 2,493 | $0.00(1) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each performance-restricted stock unit ("PRSU") represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of PRSUs in shares of the Issuer's common stock on their scheduled vesting date. |
| 2. The shares withheld by the Issuer to satisfy the minimum statutory tax withholding requirements on settlement of PRSUs are based on an estimated tax rate and will be revised by amendment, if necessary. No shares were sold. |
| 3. Each PRSU represents a contingent right to receive one share of common stock upon vesting. |
| 4. The reported number of securities represents the Tranche 1 2017 PRSUs (as defined in footnote 5) that were deemed earned on February 7, 2018 (following certification of the performance metric for the applicable performance period) and that vested on December 31, 2019. |
| 5. In 2017, Mr. Jukes was granted an award of PRSUs ("2017 PRSUs"), split into four equally-weighted tranches, to be earned based on performance against predetermined Adjusted EBITDA performance goals over four equally-weighted measurement periods within the three-year period beginning January 1, 2017 and ending December 31, 2019. The first tranche of 2017 PRSUs ("Tranche 1 2017 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA performance goals during the period of January 1, 2017 to December 31, 2017. The second tranche of 2017 PRSUs ("Tranche 2 2017 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA performance goals during the period of January 1, 2018 to December 31, 2018. The third tranche of 2017 PRSUs ("Tranche 3 2017 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA performance goals during the period of January 1, 2019 to December 31, 2019. |
| 6. (continued from footnote 5) The fourth tranche of 2017 PRSUs ("Tranche 4 2017 PRSUs") was to be earned based on performance of predetermined cumulative Adjusted EBITDA performance goals during the three-year period of January 1, 2017 to December 31, 2019. Each tranche would be deemed earned, if at all, following the certification of performance goal attainment by the Compensation Committee following the applicable performance period and would vest, subject to continued employment through such date, on December 31, 2019. Achievement of the performance goals for the Tranche 3 2017 PRSUs and the Tranche 4 2017 PRSUs has not yet been certified. |
| 7. The reported number of securities represents the Tranche 2 2017 PRSUs that were deemed earned on February 6, 2019 (following certification of the performance metric for the applicable performance period) and that vested on December 31, 2019. |
| Remarks: |
| /s/ Noelle J. Perkins, as Attorney-in-fact for David Jukes | 01/06/2019 | |
| ** 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 Number. | ||