Chase (CCF) Form 4 CHASE / ADAM CHASE ownership change

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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X

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^*

CHASE ADAM

(Last) (First) (Middle)

375 UNIVERSITY AVE

(Street)

WESTWOOD MA 02090

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHASE CORP [ CCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Chase Corporation Common Stock	11/15/2023		D		71,096	D	(1)	0	D
Chase Corporation Common Stock	11/15/2023		D		154,927	D	(1)	0	I	Adam P. Chase Trust(2)
Chase Corporation Common Stock	11/15/2023		D		108,477	D	(1)	0	I	Maria I. Chase Trust(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Options	$35.5	11/15/2023		D			7,438	(4)	08/31/2024	Common Stock	7,438	(4)	0	D
Stock Options	$39.5	11/15/2023		D			7,246	(4)	08/31/2025	Common Stock	7,246	(4)	0	D
Stock Options	$64.37	11/15/2023		D			29,159	(4)	08/31/2026	Common Stock	29,159	(4)	0	D
Stock Options	$93.5	11/15/2023		D			4,591	(4)	09/01/2027	Common Stock	4,591	(4)	0	D
Stock Options	$123.95	11/15/2023		D			3,468	(4)	09/01/2028	Common Stock	3,468	(4)	0	D
Stock Options	$100.22	11/15/2023		D			42,824	(4)	09/01/2029	Common Stock	42,824	(4)	0	D
Stock Options	$97.57	11/15/2023		D			4,125	(4)	09/01/2030	Common Stock	4,125	(4)	0	D
Stock Options	$114.5	11/15/2023		D			3,474	(4)	09/01/2031	Common Stock	3,474	(4)	0	D
Stock Options	$88.16	11/15/2023		D			11,367	(4)	09/01/2032	Common Stock	11,367	(4)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger, dated as of July 21, 2023, by and among Chase Corporation (the "Issuer"), Formulations Parent Corporation ("Parent") and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, effective as of November 15, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and each issued and outstanding share of the Issuer's Common Stock (each, a "Share") was cancelled and, except in the case of certain unvested Shares that were forfeited as of the Effective Time or as otherwise agreed between Parent and the holder thereof, was converted into the right to receive $127.50 in cash (the "Per Share Consideration"), subject to any applicable withholding of taxes and without interest.

2. Represents shares held by the Adam P. Chase Trust.

3. Represents shares held by the Maria I. Chase Trust.

4. Represents options to purchase Shares (each, an "Option") held by the Reporting Person. In accordance with the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, became fully vested and was automatically canceled and converted into the right to receive a cash payment, without interest, in an amount equal to the product of (i) the excess, if any, of the Per Share Consideration over the applicable per share exercise price of such Option, multiplied by (ii) the number of shares of Shares issuable in respect of such Option as of immediately prior to the Effective Time, subject to any applicable withholding of taxes.

	Paula M Myers, By Power of Attorney	11/15/2023
	** 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).
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