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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 | ||||||||
Phantom Stock Units | (2) | 06/14/2018 | D | 48,765.32 | (2) | (2) | Common Stock | 48,765.32 | (2) | 0 | D | ||||
Stock Option (right to buy) | (3) | 06/14/2018 | D | 654 | (3) | (3) | Common Stock | 654 | (3) | 0 | D | ||||
Stock Option (right to buy) | (3) | 06/14/2018 | D | 353 | (3) | (3) | Common Stock | 353 | (3) | 0 | D | ||||
Stock Option (right to buy) | (3) | 06/14/2018 | D | 3,245 | (3) | (3) | Common Stock | 3,245 | (3) | 0 | D | ||||
Stock Option (right to buy) | (3) | 06/14/2018 | D | 5,168 | (3) | (3) | Common Stock | 5,168 | (3) | 0 | D | ||||
Stock Option(right to buy) | (4) | 06/14/2018 | D | 15,528 | (4) | (4) | Common Stock | 15,528 | (4) | 0 | D | ||||
Stock Option (right to buy) | (5) | 06/14/2018 | D | 14,937 | (5) | (5) | Common Stock | 14,937 | (5) | 0 | D | ||||
Restricted Stock Units | (6) | 06/14/2018 | D | 5,650 | (6) | (6) | Common Stock | 5,650 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OBUS NELSON 1800 HUGHES LANDING BLVD. SUITE 800 THE WOODLANDS, TX 77380 |
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/s/Steven F. Crooke, Attorney-in-Fact for Nelson Obus | 06/14/2018 | |
**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 merger agreement between issuer and Granite Construction Incorporated ("Granite") in exchange for 4,863.24 shares of Granite common stock having a market value of $58.11 per share on the effective date of the merger. |
(2) | These Phantom Stock Units were accrued under the Layne Christensen Company Deferred Compensation Plan for Directors and were canceled in the merger in exchange for a cash payment of $760,007.54. |
(3) | This option was canceled in the merger without consideration. |
(4) | This option was canceled in the merger in exchange for a cash payment of $161,613.87, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share). |
(5) | This option was canceled in the merger in exchange for a cash payment of $127,829.35, representing the difference between the exercise price of the option and the market value of the underlying Layne common stock on the effective date of the merger ($15.5979 per share). |
(6) | These restricted stock units were canceled in the merger in exchange for a cash payment of $88,128.14. |