| 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
Altra Industrial Motion Corp. [ AIMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/27/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock, par value $0.001 | 03/27/2023 | D | 65,202 | D | (1) | 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 | ||||||||
| Restricted Stock Unit | (5) | 03/27/2023 | D | 8,949 | (2)(6) | (2)(6) | Common Stock | 8,949 | (2) | 0 | D | ||||
| Restricted Stock Unit | (5) | 03/27/2023 | D | 2,103 | (2)(6) | (2)(6) | Common Stock | 2,103 | (2) | 0 | D | ||||
| Restricted Stock Unit | (5) | 03/27/2023 | D | 691 | (2)(6) | (2)(6) | Common Stock | 691 | (2) | 0 | D | ||||
| Restricted Stock Unit | (5) | 03/27/2023 | D | 574 | (2)(6) | (2)(6) | Common Stock | 574 | (2) | 0 | D | ||||
| Restricted Stock Unit | (5) | 03/27/2023 | A | 2,795 | (3)(6) | (3)(6) | Common Stock | 2,795 | (3) | 2,795 | D | ||||
| Restricted Stock Unit | (5) | 03/27/2023 | D | 2,795 | (3)(6) | (3)(6) | Common Stock | 2,795 | (3) | 0 | D | ||||
| Restricted Stock Unit | (5) | 03/27/2023 | A | 8,460 | (3)(6) | (3)(6) | Common Stock | 8,460 | (3) | 8,460 | D | ||||
| Restricted Stock Unit | (5) | 03/27/2023 | D | 8,460 | (3)(6) | (3)(6) | Common Stock | 8,460 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $45.05 | 03/27/2023 | D | 11,216 | (4)(6) | (4)(6) | Common Stock | 11,216 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $59.4 | 03/27/2023 | D | 5,524 | (4)(6) | (4)(6) | Common Stock | 5,524 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $34.78 | 03/27/2023 | D | 9,181 | (4)(6) | (4)(6) | Common Stock | 9,181 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $30.65 | 03/27/2023 | D | 13,115 | (4) | (4) | Common Stock | 13,115 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 26, 2022, by and among the Issuer, Regal Rexnord Corporation, a Wisconsin corporation ("Parent"), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Issuer will become a wholly owned subsidiary of Parent (the "Merger"), effective as of the effective time of the Merger (the "Effective Time") on March 27, 2023. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was converted into the right to receive $62.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled. |
| 2. Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject only to time-based vesting requirements (each, a "Company RSU") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) (x) the Merger Consideration multiplied by (y) the number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time plus (ii) an amount in cash equal to any accumulated and unpaid dividend equivalents. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject to performance-based vesting requirements (each, a "Company PSU") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (A)(i) with respect to a Company PSU granted in calendar year (x) 2021, 100% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time and (y) 2022, 150% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time, in each case, multiplied by (ii) the Merger Consideration plus (B) an amount in cash equal to any accumulated and unpaid dividend equivalents. The number of PSUs includes any accrued dividend equivalents and has been rounded up to the nearest whole share. |
| 4. Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding option to purchase shares of Common Stock (each, a "Company Option") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled in exchange for the right to receive an amount in cash, without interest, equal to (i) the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. |
| 5. Each Company RSU and Company PSU represented a contingent right to receive one share of Common Stock. |
| 6. As permitted by the terms of the Merger Agreement, the Issuer accelerated the vesting, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement, of all of the outstanding and unvested equity awards held by Mr. Schuele. |
| /s/ Todd Patriacca, Attorney-in-fact | 03/28/2023 | |
| ** 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. | ||