Statement of Changes in Beneficial Ownership (4)
March 13 2013 - 7:03PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
ROBINSON JACKSON W
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2. Issuer Name
and
Ticker or Trading Symbol
SPARTECH CORP
[
SEH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SPARTECH CORPORATION, 120 S. CENTRAL AVENUE, SUITE 1700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2013
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(Street)
CLAYTON, MO 63105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/13/2013
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D
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6723
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D
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(1)
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0
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D
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Common Stock
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3/13/2013
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D
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35920
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D
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(1)
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0
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I
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By IRA
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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3/13/2013
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D
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1266
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(2)
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(2)
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Common Stock
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1266
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(2)
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0
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D
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Restricted Stock Units
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(3)
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3/13/2013
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D
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1153
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(3)
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(3)
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Common Stock
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1153
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(3)
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0
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D
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Restricted Stock Units
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(4)
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3/13/2013
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D
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2832
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(4)
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(4)
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Common Stock
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2832
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(4)
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0
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D
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Restricted Stock Units
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(5)
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3/13/2013
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D
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624
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(5)
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(5)
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Common Stock
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624
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(5)
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0
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D
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Restricted Stock Units
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(6)
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3/13/2013
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D
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5643
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(6)
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(6)
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Common Stock
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5643
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(6)
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0
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D
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Restricted Stock Units
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(6)
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3/13/2013
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D
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5203
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(6)
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(6)
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Common Stock
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5203
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(6)
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0
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D
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Restricted Stock Units
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(6)
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3/13/2013
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D
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5682
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(6)
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(6)
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Common Stock
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5682
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(6)
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0
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D
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Restricted Stock Units
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(6)
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3/13/2013
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D
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11364
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(6)
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(6)
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Common Stock
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11364
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(6)
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0
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D
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Restricted Stock Units
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(6)
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3/13/2013
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D
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5580
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(6)
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(6)
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Common Stock
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5580
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(6)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to an Agreement and Plan of Merger, dated October 23, 2012 (the "Merger Agreement"), by and among PolyOne Corporation ("PolyOne"), 2012 RedHawk, Inc. ("Merger Sub"), 2012 RedHawk, LLC (n/k/a PolyOne Designed Structures and Solutions LLC) ("Merger LLC"), and Spartech Corporation ("Spartech"), pursuant to which Spartech first merged with and into Merger Sub with Spartech surviving the merger as a wholly owned subsidiary of PolyOne, and subsequently merged with and into Merger LLC, with Merger LLC as the surviving entity as a wholly owned subsidiary of PolyOne. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding share of Spartech common stock (other than the shares of restricted stock described under footnote (2) below) was converted into the right to receive (i) .3167 of a PolyOne common share and (ii) $2.67 in cash.
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(
2)
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Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units, which are payable on the first anniversary of the Reporting Person's termination of service from the Issuer's board, were assumed by PolyOne and replaced with PolyOne restricted stock units that represent the right to receive 553 shares of PolyOne common stock at the date of settlement.
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(
3)
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Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units, which are payable on the first anniversary of the Reporting Person's termination of service from the Issuer's board, were assumed by PolyOne and replaced with PolyOne restricted stock units that represent the right to receive 503 shares of PolyOne common stock at the date of settlement.
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(
4)
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Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units, which are payable on the first anniversary of the Reporting Person's termination of service from the Issuer's board, were assumed by PolyOne and replaced with PolyOne restricted stock units that represent the right to receive 1,236 shares of PolyOne common stock at the date of settlement.
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(
5)
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Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units, which are payable on the first anniversary of the Reporting Person's termination of service from the Issuer's board, were assumed by PolyOne and replaced with PolyOne restricted stock units that represent the right to receive 273 shares of PolyOne common stock at the date of settlement.
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(
6)
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Pursuant to the Merger Agreement, at the Effective Time, these Spartech restricted stock units were converted into the right to receive (i) .3167 of a PolyOne common share and (ii) $2.67 in cash.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROBINSON JACKSON W
C/O SPARTECH CORPORATION
120 S. CENTRAL AVENUE, SUITE 1700
CLAYTON, MO 63105
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X
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Signatures
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/s/ Randy C. Ridenhour, Power of Attorney for Jackson W. Robinson
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3/13/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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