SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/21/2019 | 3. Issuer Name and Ticker or Trading Symbol Hillenbrand, Inc. [ HI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, without par value | 18,782(1)(2)(3)(4) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Received in exchange for 30,766 shares of Milacron Holdings Corp. ("Milacron") common stock pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, among Milacron, Hillenbrand, Inc., an Indiana corporation ("Hillenbrand"), and Bengal Delaware Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Hillenbrand. At the Effective Time (as defined in the Merger Agreement), each share of Milacron common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. |
2. Received in exchange for 16,005 shares of Milacron common stock subject to a restricted share award (each a "Restricted Share"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each Restricted Share was canceled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. |
3. Received in exchange for 43,013 stock unit awards that were subject to vesting solely based on the satisfaction of time-based vesting criteria (each an "RSU"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Milacron common stock subject to such RSU. |
4. Received in exchange for 43,013 stock unit awards that were subject to vesting in whole or in part based on the satisfaction of performance-based vesting criteria (each a "PSU"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each PSU was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Milacron common stock subject to such PSU assuming that performance conditions were satisfied at the applicable target level of performance. |
Remarks: |
President, Milacron Injection Molding & Extrusion |
By: Patricia C. Lecher as Attorney-in-Fact for Michael M. Jones | 12/02/2019 | |
** 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 5 (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. |