Statement of Changes in Beneficial Ownership (4)
April 06 2021 - 5:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Armes Joseph B |
2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC.
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CSWI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO |
(Last)
(First)
(Middle)
5420 LYNDON B JOHNSON FWY, STE. 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/5/2021 |
(Street)
DALLAS, TX 75240-1007
(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 | 4/5/2021 | | M | | 31574 | A | $0 | 70885 | D | |
Common Stock | 4/5/2021 | | F | | 12400 | D | $136.32 | 58485 | D | |
Common Stock | | | | | | | | 9502 | I | JBA Family Partners, L.P. |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Performance Rights | (1) | 4/5/2021 | | M | | | 15554 | (1) | (1) | Common Stock | 15554.0 | $0 | 25706 | D | |
Performance Rights | (2) | 4/5/2021 | | A | | 6154 | | (2) | (2) | Common Stock | 6154.0 | $0 | 31860 | D | |
Option (right to buy) | $25.23 | | | | | | | 12/30/2015 | 8/28/2024 | Common Stock | 63413.0 | | 63413 | D | |
Explanation of Responses: |
(1) | Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at a rate between 0% and 200% during a three-year performance cycle ending on March 31, 2021 based on the issuer's relative total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights, along with accrued dividend equivalent units, vested at 200% of the target award amount and were settled in shares of common stock pursuant to the award agreement terms. |
(2) | Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during three-year performance cycle beginning on April 1, 2021 and ending on March 31, 2024 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Armes Joseph B 5420 LYNDON B JOHNSON FWY STE. 500 DALLAS, TX 75240-1007 | X |
| Chairman, President & CEO |
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Signatures
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/s/Luke E. Alverson, Attorney in Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
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