Statement of Changes in Beneficial Ownership (4)
December 11 2015 - 2:36PM
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
FLEMING SHANE D
|
2. Issuer Name
and
Ticker or Trading Symbol
CYTEC INDUSTRIES INC/DE/
[
CYT
]
|
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)
FIVE GARRET MOUNTAIN PLAZA
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2015
|
(Street)
WOODLAND PARK, NJ 07424
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
12/9/2015
|
|
D
|
|
34544.0000
|
D
|
$75.2500
(1)
|
0.0000
|
D
|
|
Common Stock
|
11/30/2015
(2)
|
|
A
|
|
526.0000
|
A
|
$0.0000
(2)
|
51623.0000
|
I
|
Savings Plan
|
Common Stock
|
12/9/2015
|
|
D
|
|
51623.0000
|
D
|
$75.2500
(1)
|
0.0000
|
I
|
Savings Plan
|
Common Stock
|
11/30/2015
(3)
|
|
J
(3)
|
|
169.0000
|
D
|
$0.0000
(3)
|
49239.0000
|
I
|
Supplemental Savings Plan
|
Common Stock
|
12/9/2015
|
|
D
|
|
49239.0000
|
D
|
$75.2500
(1)
|
0.0000
|
I
|
Supplemental Savings Plan
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
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
|
Deferred Stock Award
|
(4)
|
12/9/2015
|
|
D
|
|
|
160100.0080
|
(4)
|
(4)
|
Common Stock
|
160100.0080
|
$75.2500
(4)
|
0.0000
|
D
|
|
Option Right to buy
|
$25.7450
|
12/9/2015
|
|
D
|
|
|
124060.0000
|
(5)
|
1/25/2021
(5)
|
Common Stock
|
124060.0000
|
$49.5050
(5)
|
0.0000
|
D
|
|
Option Right to buy
|
$44.5400
|
12/9/2015
|
|
D
|
|
|
83624.0000
|
(5)
|
1/25/2025
(5)
|
Common Stock
|
83624.0000
|
$30.7100
(5)
|
0.0000
|
D
|
|
Option Right to buy
|
$18.7950
|
12/9/2015
|
|
D
|
|
|
164300.0000
|
(5)
|
1/27/2020
(5)
|
Common Stock
|
164300.0000
|
$56.4550
(5)
|
0.0000
|
D
|
|
Option Right to buy
|
$11.2250
|
12/9/2015
|
|
D
|
|
|
90000.0000
|
(5)
|
1/28/2019
(5)
|
Common Stock
|
90000.0000
|
$64.0250
(5)
|
0.0000
|
D
|
|
Option Right to buy
|
$44.1350
|
12/9/2015
|
|
D
|
|
|
70328.0000
|
(5)
|
1/28/2024
(5)
|
Common Stock
|
70328.0000
|
$31.1150
(5)
|
0.0000
|
D
|
|
Option Right to buy
|
$25.1650
|
12/9/2015
|
|
D
|
|
|
99590.0000
|
(5)
|
1/29/2022
(5)
|
Common Stock
|
99590.0000
|
$50.0850
(5)
|
0.0000
|
D
|
|
Option Right to buy
|
$36.5350
|
12/9/2015
|
|
D
|
|
|
84718.0000
|
(5)
|
1/29/2023
(5)
|
Common Stock
|
84718.0000
|
$38.7150
(5)
|
0.0000
|
D
|
|
Restricted Stock Unit
|
$0.0000
|
12/9/2015
|
|
D
|
|
|
11617.0000
|
1/26/2018
(6)
|
(6)
|
Common Stock
|
11617.0000
|
$75.2500
(6)
|
0.0000
|
D
|
|
Restricted Stock Unit
|
$0.0000
|
12/9/2015
|
|
D
|
|
|
11456.0000
|
1/29/2017
(6)
|
(6)
|
Common Stock
|
11456.0000
|
$75.2500
(6)
|
0.0000
|
D
|
|
Restricted Stock Unit
|
$0.0000
|
12/9/2015
|
|
D
|
|
|
13622.0000
|
1/30/2016
(6)
|
(6)
|
Common Stock
|
13622.0000
|
$75.2500
(6)
|
0.0000
|
D
|
|
Stock Appreciation Right
|
$26.2400
|
12/9/2015
|
|
D
|
|
|
50000.0000
|
(5)
|
1/28/2018
(5)
|
Common Stock
|
50000.0000
|
$49.0100
(5)
|
0.0000
|
D
|
|
Stock Appreciation Right
|
$29.1100
|
12/9/2015
|
|
D
|
|
|
40000.0000
|
(5)
|
1/30/2017
(5)
|
Common Stock
|
40000.0000
|
$46.1400
(5)
|
0.0000
|
D
|
|
Stock Appreciation Right
|
$27.5500
|
12/9/2015
|
|
D
|
|
|
22500.0000
|
(5)
|
6/26/2018
(5)
|
Common Stock
|
22500.0000
|
$47.7000
(5)
|
0.0000
|
D
|
|
Explanation of Responses:
|
(
1)
|
Pursuant to the Agreement and Plan of Merger by and among Cytec Industries Inc., Solvay SA and Tulip Acquisition Inc. dated as of July 28, 2015 (as amended, the "Merger Agreement"), each of these shares was cancelled at the effective time of the merger and converted into the right to receive $75.25 in cash , less any applicable tax withholding.
|
(
2)
|
Number of shares allocated to employee's account under the Cytec Employees' Saving Plan by reason of employee and employer contributions, employee transfers and dividend reinvestments made during the period of January 1-November 30, 2015. Per share prices range from $42.99 (low) to $74.87 (high).
|
(
3)
|
Net decrease in number of shares allocated to employee's account under the Cytec Supplemental Savings Plan by reason of employee and employer contributions, employee transfers and dividend reinvestments made during the period of January 1-November 30, 2015. Per share prices range from $42.99 (low) to $74.87 (high).
|
(
4)
|
Pursuant to the Merger Agreement, each right to receive shares of our common stock on a deferred basis ("Deferred Stock Award"), was cancelled and converted into a right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares underlying the Deferred Stock Award, by (b) the merger consideration of $75.25, less any applicable tax withholding payable at various times in the future depending on the recipient's previous deferral elections, but not before July 1, 2016.
|
(
5)
|
Pursuant to the Merger Agreement, each outstanding and unexercised option or stock appreciation right ("SAR"), as applicable, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product obtained by multiplying (a) the number of shares underlying such option or SAR, as applicable, by (b) the excess, if any, of the per share value of the merger consideration of $75.25 over the per share exercise price of the option or SAR, as applicable, less any applicable tax withholding.
|
(
6)
|
Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU"), was cancelled at the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the number of shares of underlying such RSU, by (b) the merger consideration of $75.25, less any applicable tax withholding payable without interest on the scheduled vesting date of the RSU, or earlier in some circumstances.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
FLEMING SHANE D
FIVE GARRET MOUNTAIN PLAZA
WOODLAND PARK, NJ 07424
|
X
|
|
Chairman,President & CEO
|
|
Signatures
|
Thomas Irwin, Attorney in Fact
|
|
12/11/2015
|
**
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 control number.
|