Matthew D. Ford - Jun 28, 2024 Form 4 Insider Report for ENCORE WIRE CORP (WIRE)

Role
Controller
Signature
Bret J. Eckert, attorney-in-fact
Stock symbol
WIRE
Transactions as of
Jun 28, 2024
Transactions value $
-$20,701,360
Form type
4
Date filed
7/2/2024, 06:45 PM
Previous filing
Jun 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WIRE Common Stock, par value $0.01 per share Gift $0 -8K -10.08% $0.00 71.4K Jun 28, 2024 Direct F1
transaction WIRE Common Stock, par value $0.01 per share Disposed to Issuer -$20.7M -71.4K -100% $290.00 0 Jul 2, 2024 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew D. Ford is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 15,000 restricted stock unit awards ('RSU awards') and 1,000 restricted stock awards.
F2 Pursuant to the Agreement and Plan of Merger, dated as of April 14, 2024, by and among Encore Wire Corporation ('Encore'), Prysmian S.p.A., Applause Merger Sub Inc. and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC (the 'Merger Agreement'), each share of common stock of Encore ('common stock') (other than certain excluded shares specified in the Merger Agreement) that was outstanding as of immediately prior to the effective time of the merger contemplated by the Merger Agreement was cancelled, extinguished, and automatically converted into the right to receive $290.00 per share in cash, without interest.
F3 Pursuant to the Merger Agreement, each RSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested, and each was cancelled, extinguished, and automatically converted into the right of the holder of each award to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290.00, multiplied by (ii) the number of shares of common stock subject to such award immediately prior to the Effective Time (together with any accrued and unpaid cash dividends corresponding to such vested RSU award). Pursuant to the Merger Agreement, immediately prior to the Effective Time, all shares of common stock then unvested and subject to an outstanding restricted stock award became fully vested and free of any applicable repurchase or forfeiture conditions.