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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 Performance Stock Units | (2) | 05/24/2013 | D | 2,695,330 | (2) | (2) | Phantom Performance Stock Units | 2,695,330 | $ 4.15 (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lockwood David James 423 WEST 300 SOUTH SUITE 200 SALT LAKE CITY, UT 84101 |
X | President and CEO | ||
| /s/ David Lockwood | 05/24/2013 | |
| **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) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 7, 2013, as amended on April 5, 2013, by and among and EnergySolutions, Inc. (the "Company"), Rockwell Holdco, Inc., a Delaware corporation, and Rockwell Acquisition Corp., a Delaware corporation (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of Company Common Stock held by the reporting person was cancelled and converted automatically into the right to receive $4.15 in cash. |
| (2) | Under an award agreement between Mr. Lockwood and the Company, under the Company's Executive Bonus Plan, the Company granted Mr. Lockwood on June 12, 2012 a phantom performance share unit award, subject to full payment over six years based on four-year performance criteria, absent a qualifying termination of employment. In general, no amounts are payable under the agreement unless certain performance criteria are met. The award is payable in cash, except that the first 1,000,000 units earned and paid to Mr. Lockwood will instead be settled in shares of the Company's common stock granted under the Company's 2007 Equity Incentive Plan pursuant to the terms of a restricted stock award agreement. Mr. Lockwood's target award is 2,637,758 phantom performance share units and his maximum award is 3,122,041 phantom performance share units. |
| (3) | Pursuant to the terms of the Merger Agreement, at the Effective Time, each of the Company Performance Share Units and Company Phantom Share Awards held by the reporting person became fully vested (with the exception of Company Performance Share Units and Company Phantom Share Awards that are earned based on the achievement of performance, which instead became earned and vested in accordance with the terms of the applicable award agreements) and converted into the right to receive a cash payment with respect thereto equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Performance Share Unit award or Company Phantom Share Award, respectively, and (ii) $4.15, less any required withholding Taxes. |