| 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 Versum Materials, Inc. [ VSM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/07/2019 | ||||||||||||||||||||||||||
| 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 | 10/07/2019 | D(1) | 11,558.754 | D | (2) | 11,478 | D | |||
| Common Stock | 10/07/2019 | D(1) | 11,478 | D | (3) | 0 | 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 | ||||||||
| Stock Option (Right to Buy) | $18.87 | 10/07/2019 | D(1) | 5,725 | (4) | 12/02/2023 | Common Stock | 5,725 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $25.25 | 10/07/2019 | D(1) | 3,162 | (4) | 12/01/2024 | Common Stock | 3,162 | (5) | 0 | D | ||||
| Restricted Stock Units | (6) | 10/07/2019 | D(1) | 1,433 | 12/01/2019 | 12/01/2019 | Common Stock | 1,433 | (3) | 0 | D | ||||
| Market Share Units | (7) | 10/07/2019 | D(1) | 6,933(8) | (9) | (9) | Common Stock | 6,933 | (8) | 0 | D | ||||
| Market Share Units | (7) | 10/07/2019 | D(1) | 6,252(8) | (10) | (10) | Common Stock | 6,252 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. On October 7, 2019, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 12, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger"). |
| 2. Reflects shares of Issuer common stock ("Common Stock"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain excluded shares) automatically converted into the right to receive $53.00 in cash, without interest (the "Merger Consideration"). |
| 3. Reflects time vesting restricted stock units ("RSUs"). At the Effective Time, each outstanding RSU was automatically canceled and converted into the right to receive a deferred cash payment (a "Converted RSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted RSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award. |
| 4. These stock options are fully vested. |
| 5. At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option, less applicable tax withholding. |
| 6. Each such RSU represented a contingent right to receive one share of Common Stock payable in common stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee of the Board of Directors (the "Compensation Committee"). |
| 7. Each Market Share Unit ("MSU") represented the right to receive, at settlement, a number of shares of Common Stock based on the performance of the Common Stock over a period of time as described in the applicable award agreement. |
| 8. Reflects adjustments to MSUs previously awarded based on the Issuer's stock price performance. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding MSU was automatically converted into the right to receive a deferred cash payment (a "Converted MSU Cash Award") equal to the product of (i) the total number of shares of Common Stock subject to such MSU (as determined pursuant to the Merger Agreement) multiplied by (ii) the Merger Consideration, plus interest, pursuant to the terms of the Merger Agreement. These Converted MSU Cash Awards vest and settle on terms (including acceleration events) at least as favorable as were applicable under the original award. |
| 9. These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2017 through September 30, 2020. |
| 10. These MSUs were to vest based on the performance of the Common Stock during the period of October 1, 2016 through September 30, 2019. |
| Remarks: |
| /s/ Scott J. Depta, as attorney-in-fact | 10/09/2019 | |
| ** 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. | ||
