Statement of Changes in Beneficial Ownership (4)
February 03 2020 - 3:01PM
Edgar (US Regulatory)
FORM 4
[ ]
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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3235-0287
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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
*
MOORE MICHAEL O |
2. Issuer Name and Ticker or Trading Symbol
Continental Building Products, Inc.
[
CBPX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
12950 WORLDGATE DRIVE, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2020 |
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(Street)
HERNDON, VA 20170
(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 | 2/3/2020 | | D | | 16756 | D | (1) | 1148 | D | |
| Common Stock | 2/3/2020 | | D | | 1148 | D | $0 | 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 |
| Stock Options (right to buy) | $14 | 2/3/2020 | | D | | | 2500 | (2) | 2/4/2024 | Common Stock | 2500 | $23 | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger by and among the Issuer, CertainTeed Gypsum and Ceilings USA, Inc., Cupertino Merger Sub, Inc. and Compagnie de Saint-Gobain S.A., in exchange for cash consideration of $37.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger. |
| (2) | This option, which provided for vesting in four equal annual installments beginning February 4, 2015, was canceled in the merger in exchange for a cash payment of $57,500 representing the difference between the exercise price of the option and the Merger Consideration ($37 per share). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MOORE MICHAEL O
12950 WORLDGATE DRIVE, SUITE 700
HERNDON, VA 20170 | X |
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Signatures
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| /s/ Timothy Power, attorney-in-fact for Michael O. Moore | | 2/3/2020 |
| **Signature of Reporting Person | Date |
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