| 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 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) 02/06/2019 | ||||||||||||||||||||||||||
| 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 | 02/07/2019 | M | 1,063 | A | $0(1) | 11,878 | D | |||
| Common Stock | 02/07/2019 | F | 347(2) | D | $21.1 | 11,531 | 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 | ||||||||
| Restricted Stock Units (RSUs)-7 | (3) | 02/06/2019 | A | 3,970 | (4) | (5) | Common Stock | 3,970 | $0.0000 | 3,970 | D | ||||
| Stock Options (right to buy) | $21.75 | 02/06/2019 | A | 13,670 | (6) | 02/06/2028 | Common Stock | 13,670 | $0.0000 | 13,670 | D | ||||
| Restricted Stock Units (RSUs)-5 | (1) | 02/07/2019 | M | 1,063 | (7) | (7) | Common Stock | 1,063 | $0.0000 | 2,127 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of restricted stock units in shares of the Registrant's common stock on their scheduled vesting date. |
| 2. Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on settlement of restricted stock units. No shares were sold. |
| 3. Each restricted stock unit ("RSU") is equivalent to one share of common stock upon vesting. |
| 4. The RSUs become vested in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022, subject to the Reporting Person continuing to be employed by the Registrant through each such date. Vested shares will be delivered to the Reporting Person within 30 days following the applicable vest date. |
| 5. Not applicable. |
| 6. These options will vest and become exercisable in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022, subject to the Reporting person continuing to be employed by the Registrant through each such date. |
| 7. This amount was granted on the Reporting Person's Form 3 filed on February 9, 2018 (the "Grant Form 3"). These are the same RSUs that were converted into the common stock reported in Table I and are subject to the Time-Based Vesting condition defined in footnote 5 to the Grant Form 3, and subject to the Reporting Person continuing to be employed by the Registrant through each such date. |
| /s/ Jeffrey W. Carr as Attorney-in-Fact for Jennifer A. McIntyre | 02/08/2019 | |
| ** 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. | ||
