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) 12/31/2020 | ||||||||||||||||||||||||||
| 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 | 12/31/2020 | M | 2,350 | A | $0(1) | 42,655 | D | |||
| Common Stock | 12/31/2020 | M | 470 | A | $0(1) | 43,125 | D | |||
| Common Stock | 12/31/2020 | F | 1,195(2) | D | $19.01 | 41,930 | 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 | (1) | 12/31/2020 | M | 470(3) | (4) | (5) | Common Stock | 470 | $0.0000(1) | 2,350 | D | ||||
| Performance-Based Restricted Stock Units | (1) | 12/31/2020 | M | 2,350(6) | (4) | (5) | Common Stock | 2,350 | $0.0000(1) | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. Each performance-restricted stock unit ("PRSU") represents a contingent right to receive, at settlement, one share of common stock upon vesting. This transaction represents the settlement of PRSUs in shares of the Issuer's common stock on their scheduled vesting date. |
| 2. Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on settlement of PRSUs. No shares were sold. |
| 3. The reported number of securities represents the Tranche 2 2018 PRSUs (as defined in footnote 4) that were deemed earned on February 21, 2020 (following certification of the performance metric for the applicable performance period) and that vest on December 31, 2020. |
| 4. In 2018, the Reporting Person was granted an award of PRSUs ("2018 PRSUs"), split into four equally-weighted tranches, to be earned based on performance against predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals over four equally-weighted measurement periods within the three-year period beginning January 1, 2018 and ending December 31, 2020. The first tranche of 2018 PRSUs ("Tranche 1 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2018 to December 31, 2018. The second tranche of 2018 PRSUs ("Tranche 2 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2019 to December 31, 2019 (continued in footnote 5). |
| 5. (Continued from footnote4) The third tranche of 2018 PRSUs ("Tranche 3 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2020 to December 31, 2020. The fourth tranche of 2018 PRSUs("Tranche 4 2018 PRSUs") was to be earned based on performance of predetermined cumulative Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the three-year period of January 1, 2018 to December 31, 2020. 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, 2020. Achievement of the performance goals for the Tranche 3 2018 PRSUs and the Tranche 4 PRSUs has not yet been certified. |
| 6. The reported number of securities represents the Tranche 1 2018 PRSUs that were deemed earned on February 6, 2019 (following certification of the performance metric for the applicable performance period) and that vest on December 31, 2020. |
| /s/ Noelle J. Perkins, at Attorney-in-Fact for Jennifer A. McIntyre | 01/05/2021 | |
| ** 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. | ||