Peter Matthews Loggenberg - Jun 24, 2022 Form 4 Insider Report for TRECORA RESOURCES (TREC)

Signature
/s/ Michael W. Silberman, Attorney-in-Fact
Stock symbol
TREC
Transactions as of
Jun 24, 2022
Transactions value $
-$1,274,201
Form type
4
Date filed
6/28/2022, 03:22 PM
Previous filing
Mar 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TREC Common stock Disposition pursuant to a tender of shares in a change of control transaction -$651K -66.4K -100% $9.81 0 Jun 24, 2022 Direct F1
transaction TREC Common stock Disposition pursuant to a tender of shares in a change of control transaction -$28.6K -2.91K -100% $9.81 0 Jun 24, 2022 By 401(k) Plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TREC Restricted Common Stock Disposed to Issuer -$45.4K -4.63K -100% $9.81 0 Jun 27, 2022 Common stock 4.63K Direct F2, F3, F4, F5
transaction TREC Restricted Common Stock Disposed to Issuer -$81.7K -8.33K -100% $9.81 0 Jun 27, 2022 Common stock 8.33K Direct F2, F3, F4, F6
transaction TREC Restricted Common Stock Disposed to Issuer -$104K -10.6K -100% $9.81 0 Jun 27, 2022 Common stock 10.6K Direct F2, F3, F4, F7
transaction TREC Restricted Common Stock Disposed to Issuer -$136K -13.9K -100% $9.81 0 Jun 27, 2022 Common stock 13.9K Direct F2, F3, F4, F8
transaction TREC Restricted Common Stock Disposed to Issuer -$123K -12.5K -100% $9.81 0 Jun 27, 2022 Common stock 12.5K Direct F2, F3, F4, F9
transaction TREC Restricted Common Stock Disposed to Issuer -$104K -10.6K -100% $9.81 0 Jun 27, 2022 Common stock 10.6K Direct F2, F3, F4, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Peter Matthews Loggenberg is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects a decrease of 10 shares of common stock reported to be directly owned by Reporting Person due to a clerical error on a previous Form 4.
F2 Restricted stock units convert into common stock on a one-for-one basis.
F3 On May 11, 2022, Trecora Resources (the "Issuer") entered into an Agreement and Plan of Merger with the Balmoral Swan Parent, Inc., a Delaware corporation (the "Parent"), and Balmoral Swan MergerSub, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 27, 2022, the Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of the Parent. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
F4 Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled immediately prior to the Effective Time and converted into a deferred cash award equal to the product of (i) $9.81 multiplied by (ii) the number of shares of common stock underlying such restricted stock unit (with any such restricted stock unit that are subject to performance-based vesting being deemed earned assuming achievement of target performance), less any applicable withholding taxes. Such deferred cash awards will be payable on the earlier of January 20, 2023 or on a qualifying termination as prescribed by the Merger Agreement.
F5 Represents the remaining portion of a grant of 13,890 restricted stock units in February 2020, which were originally scheduled to vest in three equal annual installments beginning on February 13, 2021.
F6 Represents the remaining portion of a grant of 12,491 restricted stock units in February 2021, which were originally scheduled to vest in three equal annual installments beginning on February 25, 2022.
F7 These restricted stock units were granted in February 2022 and were originally scheduled to vest in three equal annual installments beginning on February 16, 2023.
F8 Represents performance-based restricted stock units granted in 2020, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2020.
F9 Represents performance-based restricted stock units granted in 2021, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2021.
F10 Represents performance-based restricted stock units granted in 2022, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2022.