Chase Peter R returned 840,519 units of Chase Corporation Common Stock to the company, closing all direct ownership in the company (SEC Form 4)
$CCF
Building Products
Consumer Discretionary
| 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHASE CORP [ CCF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2023 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 312,249 | D | (1) | 0 | D | |||
| Chase Corporation Common Stock | 11/15/2023 | D | 283,359 | D | (1) | 0 | I | Peter R. Chase Insurance Trust(2) | ||
| Chase Corporation Common Stock | 11/15/2023 | D | 22,538 | D | (1) | 0 | I | Peter R. Chase Insurance Trust - GST Exempt(3) | ||
| Chase Corporation Common Stock | 11/15/2023 | D | 1,470 | D | (1) | 0 | I | Chase 2015 Irrevocable Trust(4) | ||
| Chase Corporation Common Stock | 11/15/2023 | D | 44,038 | D | (1) | 0 | I | Peter R. Chase Trust(5) | ||
| Chase Corporation Common Stock | 11/15/2023 | D | 17,359 | D | (1) | 0 | I | Peter R. Chase 2022 Qualified Annuity Trust #1(6) | ||
| Chase Corporation Common Stock | 11/15/2023 | D | 61,398 | D | (1) | 0 | I | Peter R. Chase 2022 Qualified Annuity Trust #2(7) | ||
| Chase Corporation Common Stock | 11/15/2023 | D | 98,108 | D | (1) | 0 | I | Peter R. Chase 2022 Qualified Annuity Trust #3(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 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 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 Peter R. Chase Insurance Trust. |
| 3. Represents shares held by the Peter R. Chase Insurance Trust - GST Exempt. |
| 4. Represents shares held by the Chase 2015 Irrevocable Trust. |
| 5. Represents shares held by the Peter R. Chase Trust. |
| 6. Represents shares held by the Peter R. Chase 2022 Qualified Annuity Trust #1. |
| 7. Represents shares held by the Peter R. Chase 2022 Qualified Annuity Trust #2. |
| 8. Represents shares held by the Peter R. Chase 2022 Qualified Annuity Trust #3. |
| 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). | ||
| ** 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. | ||