SEC Form 4: Brazones Steven E returned 46,453 shares to the company, closing all direct ownership in the company
$RAVN
Specialty Chemicals
Capital Goods
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
RAVEN INDUSTRIES INC [ RAVN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 11/30/2021 | D | 46,453 | D | (1) | 0 | D | |||
|
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 Option | $29.2 | 11/30/2021 | D | 3,075 | 04/05/2018 | 04/05/2022 | Common Stock | 3,075 | (1) | 0 | D | ||||
| Stock Option | $35.05 | 11/30/2021 | D | 3,940 | 04/05/2019 | 04/05/2023 | Common Stock | 3,940 | (1) | 0 | D | ||||
| Restricted Stock Units - 2019 | (2) | 11/30/2021 | D | 5,922(4) | (1)(9) | (1)(9) | Common Stock | 5,922(4) | (1) | 0 | D | ||||
| Restricted Stock Units - 2020 | (2) | 11/30/2021 | D | 13,399(5) | (1)(10) | (1)(10) | Common Stock | 13,399(5) | (1) | 0 | D | ||||
| Restricted Stock Units - 2021 | (2) | 11/30/2021 | D | 11,954 | (1)(11) | (1)(11) | Common Stock | 11,954 | (1) | 0 | D | ||||
| Restricted Stock Units - 2019 | (3) | 11/30/2021 | D | 11,844(6) | (1)(12) | (1)(12) | Common Stock | 11,844(6) | (1) | 0 | D | ||||
| Restricted Stock Units - 2020 | (3) | 11/30/2021 | D | 21,814(7) | (1)(13) | (1)(13) | Common Stock | 21,814(7) | (1) | 0 | D | ||||
| Restricted Stock Units - 2021 | (3) | 11/30/2021 | D | 23,908(8) | (1)(14) | (1)(14) | Common Stock | 23,908(8) | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger (the "Merger"), dated as of June 20, 2021, by and among Raven Industries, Inc. ("Raven"), CNH Industrial N.V. and CNH Industrial South Dakota, Inc., as it may be amended from time to time (the "Merger Agreement"). The shares of Raven Common Stock were converted in the Merger into the right to receive $58.00 in cash per share of Common Stock. |
| 2. Each Time-Based Restricted Stock Unit is the economic equivalent of one share of Raven Common Stock. |
| 3. Each Performance-Based Restricted Stock Unit is the economic equivalent of one share of Raven Common Stock. |
| 4. Includes 154 dividend equivalent units. |
| 5. Includes 159 dividend equivalent units. |
| 6. The target number of shares of Raven Common Stock was 5,768. Includes 154 dividend equivalent units. |
| 7. The target number of shares of Raven Common Stock was 13,240. Includes 159 dividend equivalent units. |
| 8. The target number of shares of Raven Common Stock was 11,954. |
| 9. The Time-based Restricted Stock Units become vested on the third anniversary of the effective date (April 5, 2019), provided that the Reporting Person remains continuously employed by Raven through such vesting date. |
| 10. The Time-based Restricted Stock Units become vested on the third anniversary of the effective date (April 6, 2020), provided that the Reporting Person remains continuously employed by Raven through such vesting date. |
| 11. The Time-based Restricted Stock Units become vested on the third anniversary of the effective date (April 5, 2021), provided that the Reporting Person remains continuously employed by Raven through such vesting date. |
| 12. Subject to the achievement of certain performance conditions, Performance-based Restricted Stock Units become vested on the third anniversary of the effective date (April 5, 2019), provided that the Reporting Person remains continuously employed by Raven through such vesting date. |
| 13. Subject to the achievement of certain performance conditions, Performance-based Restricted Stock Units become vested on the third anniversary of the effective date (April 6, 2020), provided that the Reporting Person remains continuously employed by Raven through such vesting date. |
| 14. Subject to the achievement of certain performance conditions, Performance-based Restricted Stock Units become vested on the third anniversary of the effective date (April 5, 2021), provided that the Reporting Person remains continuously employed by Raven through such vesting date. |
| /s/ Steven Brazones | 12/01/2021 | |
| ** 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. | ||