Statement of Changes in Beneficial Ownership (4)
June 07 2018 - 5:15PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Preete Kerry J
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2. Issuer Name
and
Ticker or Trading Symbol
MONSANTO CO /NEW/
[
MON
]
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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)
EVP, Strategy Officer
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(Last)
(First)
(Middle)
800 N. LINDBERGH BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/7/2018
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(Street)
ST. LOUIS, MO 63167
(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
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6/7/2018
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D
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21728
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D
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(1)
(2)
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0
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D
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Common Stock
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6/7/2018
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D
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6963
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D
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(1)
(2)
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0
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I
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By 401(k) Plan
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Common Stock
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6/7/2018
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D
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11241
(4)
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D
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(1)
(2)
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0
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D
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Common Stock
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6/7/2018
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D
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19787
(5)
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D
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(1)
(2)
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$90.48
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6/7/2018
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D
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21560
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(3)
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(3)
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Common Stock
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21560
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(3)
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0
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D
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Stock Option (Right to Buy)
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$106.05
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6/7/2018
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D
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18390
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(3)
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(3)
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Common Stock
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18390
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(3)
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0
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D
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Stock Option (Right to Buy)
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$112.82
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6/7/2018
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D
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17290
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(3)
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(3)
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Common Stock
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17290
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(3)
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0
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D
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Stock Option (Right to Buy)
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$91.34
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6/7/2018
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D
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21350
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(3)
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(3)
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Common Stock
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21350
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(3)
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0
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D
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Stock Option (Right to Buy)
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$141.50
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6/7/2018
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D
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390
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(3)
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(3)
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Common Stock
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390
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(3)
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0
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D
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Phantom Share Units
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(1)
(2)
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6/7/2018
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D
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4366
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(1)
(2)
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(1)
(2)
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Common Stock
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4366
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(1)
(2)
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0
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D
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Explanation of Responses:
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(1)
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Pursuant to the terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of September 14, 2016 (the "Merger Agreement"), by and among Bayer Aktiengesellschaft ("Bayer"), KWA Investment Co. ("Merger Sub") and Monsanto Company (the "Company"), each share of common stock of the Company and each time- or performance-vesting restricted stock unit of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive $128.00 in cash, without interest (the "Merger Consideration").
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(2)
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(Continued from Footnote 1) The Merger Consideration that is payable in respect of restricted stock units of the Company that were granted (a) prior to September 14, 2016 is fully vested as of the Effective Time or (b) after September 14, 2016 will vest based upon the vesting schedule applicable to the corresponding restricted stock units (subject to accelerated vesting in full upon a termination of employment without cause, for good reason or due to death, disability or retirement). Any Merger Consideration that is not paid at the Effective Time will begin accruing interest as of the Effective Time at the short-term federal rate.
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(3)
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Pursuant to the terms of the Merger Agreement, each option to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into the right to receive the Merger Consideration less the applicable exercise price of such option, without interest.
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(4)
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Represents restricted stock units.
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(5)
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Represents performance-based restricted stock units.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Preete Kerry J
800 N. LINDBERGH BLVD.
ST. LOUIS, MO 63167
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EVP, Strategy Officer
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Signatures
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Jennifer Woods, Attorney-in-Fact
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6/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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