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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (2) | 01/21/2016 | D | 35,844.1897 | (2) | (2) | Common Stock | 35,844.1897 | $ 0 | 0 | D | ||||
| Common Stock (Right to Buy) | $ 8.43 | 01/21/2016 | D | 3,000 | (3) | 04/17/2028 | Common Stock | 3,000 | (3) | 0 | D | ||||
| Common Stock (Right to Buy) | $ 6.96 | 01/21/2016 | D | 3,000 | (3) | 04/16/2019 | Common Stock | 3,000 | (3) | 0 | D | ||||
| Common Stock (Right to Buy) | $ 9.9 | 01/21/2016 | D | 3,000 | (3) | 04/22/2020 | Common Stock | 3,000 | (3) | 0 | D | ||||
| Common Stock (Right to Buy) | $ 13.57 | 01/21/2016 | D | 3,000 | (4) | 06/23/2027 | Common Stock | 3,000 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HUMPHREY G WATTS JR 20 STANWIX STREET, SUITE 620 PITTSBURGH, PA 15222-4801 |
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| Robert J. Gitter, Attorney-in-Fact | 01/22/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to an agreement and plan of merger dated October 12, 2015 by and among issuer, SCA Americas Inc ., and Salmon Acquisition, Inc. (the "Merger" ) in which the issuer's common stock holders, within three days of the effective date of the Merger, were entitled to receive the merger consideration of $10.25 per common share. |
| (2) | Each unit represented right to receive one share of issuer's common stock upon termination of service as a director, unless deferred at election of reporting person. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $10.25 per share multiplied by the number of shares of common stock subject to such performance unit award. |
| (3) | Pursuant to the Merger, this option was cancelled in exchange for a cash payment equal to the product of the excess, if any, of the merger consideration of $10.25 per share over the applicable per share exercise price of the option and the aggregate number of shares of common stock subject to such option. |
| (4) | Pursuant to the Merger, this option was cancelled with no cash payment since its exercise price was greater than the merger consideration of $10.25 per share. |