Statement of Changes in Beneficial Ownership (4)
February 07 2020 - 10:08AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Horenstein Joshua |
2. Issuer Name and Ticker or Trading Symbol
Innophos Holdings, Inc.
[
IPHS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
259 PROSPECT PLAINS RD., BUILDING A |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2020 |
(Street)
CRANBURY, NJ 08512
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share | 2/7/2020 | | D | | 11559 (1) | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Shares | (3) | 2/7/2020 | | D | | | 972 | (3) | (3) | Common Stock | 972 | (3) | 0 | D | |
Performance Shares | (3) | 2/7/2020 | | D | | | 1866 | (3) | (3) | Common Stock | 1866 | (3) | 0 | D | |
Performance Shares | (3) | 2/7/2020 | | D | | | 2802 | (3) | (3) | Common Stock | 2802 | (3) | 0 | D | |
Stock Option (Right to Buy) | $50.12 | 2/7/2020 | | D | | | 440 | (4) | 3/30/2022 | Common Stock | 440 | (4) | 0 | D | |
Stock Option (Right to Buy) | $54.59 | 2/7/2020 | | D | | | 746 | (4) | 3/29/2023 | Common Stock | 746 | (4) | 0 | D | |
Stock Option (Right to Buy) | $55.49 | 2/7/2020 | | D | | | 1078 | (4) | 3/27/2024 | Common Stock | 1078 | (4) | 0 | D | |
Stock Option (Right to Buy) | $49.54 | 2/7/2020 | | D | | | 1410 | (4) | 5/8/2025 | Common Stock | 1410 | (4) | 0 | D | |
Stock Option (Right to Buy) | $31.11 | 2/7/2020 | | D | | | 11906 | (4) | 4/1/2026 | Common Stock | 11906 | (4) | 0 | D | |
Stock Option (Right to Buy) | $52.51 | 2/7/2020 | | D | | | 4336 | (4) | 4/3/2027 | Common Stock | 4336 | (4) | 0 | D | |
Stock Option (Right to Buy) | $39.28 | 2/7/2020 | | D | | | 10252 | (4) | 4/2/2028 | Common Stock | 10252 | (4) | 0 | D | |
Stock Option (Right to Buy) | $31.03 | 2/7/2020 | | D | | | 20273 | (4) | 4/1/2029 | Common Stock | 20273 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Includes two shares incorrectly reported as having been withheld for tax purposes in a transaction dated March 31, 2019 and previously reported on Form 4 filed April 2, 2019. |
(2) | Pursuant to the Agreement and Plan of Merger among the Issuer, Iris Parent LLC ("Parent") and Iris Merger Sub 2019, Inc. dated as of October 20, 2019, the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time") on February 7, 2020. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), (including each restricted share) was automatically converted into the right to receive $32.00 in cash, without interest. |
(3) | Each performance share represented the right to receive shares of Common Stock, subject to the achievement of certain performance measures. Pursuant to the Merger Agreement, as of the Effective Time, each performance share outstanding and unvested immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the target number of shares of Common Stock subject to such performance share multiplied by (ii) $32.00, plus the amount of any accrued but unpaid dividend equivalents associated with such performance share, less any applicable tax withholding. |
(4) | Pursuant to the Merger Agreement, each stock option outstanding and unexercised immediately prior to the Effective Time immediately vested (if unvested) and was converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such stock option multiplied by (ii) the excess of (x) $32.00 over (y) the exercise price payable in respect of each share of Common Stock subject to such stock option, less any applicable tax withholding; provided, however, that stock options with an exercise price equal to or greater than $32.00 were cancelled without the right to receive any cash payment in consideration thereof. |
Remarks: SVP, Chief Legal and Human Resources Officer and Corporate Secretary |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Horenstein Joshua 259 PROSPECT PLAINS RD., BUILDING A CRANBURY, NJ 08512 |
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| See Remarks |
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Signatures
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/s/ Joshua S. Horenstein | | 2/7/2020 |
**Signature of Reporting Person | Date |
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