SEC Form 4 filed by Brown Charles Rodney to satisfy withholding tax
$FRTA
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Forterra, Inc. [ FRTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 03/18/2022 | D(1) | 253,254 | A | $24 | 0 | D | |||
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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 | ||||||||
| Stock Option (Right to Buy) | $4.23 | 03/18/2022 | D(2) | 271,084 | (3) | 09/25/2027 | Common Stock | 271,084 | $0(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $7.29 | 03/18/2022 | D(2) | 176,680 | (5) | 03/01/2028 | Common Stock | 176,680 | $0(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.24 | 03/18/2022 | D(2) | 197,351 | (6) | 03/14/2029 | Common Stock | 197,351 | $0(4) | 0 | D | ||||
| Restricted Stock Unit | (7) | 03/18/2022 | D(8) | 87,105 | (8) | (8) | Common Stock | 87,105 | $0(4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2021 (the "Merger Agreement"), by and among Forterra, Inc., a Delaware corporation, (the "Company", Quikrete Holdings, Inc., a Delaware corporation ("Parent"), and Jordan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company ("Common Stock") was canceled and converted automatically into the right to receive $24.00 per share in cash, without interest and less any applicable tax withholdings. |
| 2. Pursuant to the Merger Agreement, each option to purchase shares of Common Stock immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash. |
| 3. Vested in equal annual installments on 9/25/2018, 9/25/2019 and 9/25/2020. |
| 4. Granted as compensation for services. |
| 5. Vested in equal annual installments on 3/1/2019, 3/1/2020 and 3/1/2021. |
| 6. ested in equal annual installments on 3/14/2020, 3/14/2021 and 3/14/2022. |
| 7. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
| 8. Pursuant to the Merger Agreement, each restricted stock unit immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash. |
| Remarks: |
| /s/ Lori M. Browne, attorney-in-fact for Charles Rodney Brown | 03/18/2022 | |
| ** 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. | ||