Nicholas Powell - Aug 1, 2023 Form 4 Insider Report for Univar Solutions Inc. (UNVR)

Role: President, EMEA & APAC
Signature: /s/ Nick Powell
Stock symbol: UNVR
Transactions as of: Aug 1, 2023
Transactions value $: -$5,144,000
Form type: 4
Date filed: 8/4/2023, 06:10 AM
Previous filing: Feb 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UNVR	Common Stock	Disposed to Issuer	-$1.34M	-37.1K	-100%	$36.15	0	Aug 1, 2023	Direct	F1

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	UNVR	Performance-Based Restricted Stock Units	Disposed to Issuer	-$245K	-6.78K	-100%	$36.15	Aug 1, 2023	Common Stock	6.78K		Direct	F2
transaction	UNVR	Restricted Stock Units - 23	Disposed to Issuer	-$470K	-13K	-100%	$36.15	Aug 1, 2023	Common Stock	13K		Direct	F2
transaction	UNVR	Restricted Stock Units -21	Disposed to Issuer	-$170K	-4.71K	-100%	$36.15	Aug 1, 2023	Common Stock	4.71K		Direct	F2
transaction	UNVR	Restricted Stock Units- 22	Disposed to Issuer	-$340K	-9.4K	-100%	$36.15	Aug 1, 2023	Common Stock	9.4K		Direct	F2
transaction	UNVR	Restricted Stock Units- 22:1	Disposed to Issuer	-$539K	-14.9K	-100%	$36.15	Aug 1, 2023	Common Stock	14.9K		Direct	F2
transaction	UNVR	Stock Options (right to buy)	Disposed to Issuer	-$839K	-23.2K	-100%	$36.15	Aug 1, 2023	Common Stock	23.2K	$28.73	Direct	F2
transaction	UNVR	Stock Options (right to buy)	Disposed to Issuer	-$191K	-5.28K	-100%	$36.15	Aug 1, 2023	Common Stock	5.28K	$21.75	Direct	F2
transaction	UNVR	Stock Options (right to buy)	Disposed to Issuer	-$516K	-14.3K	-100%	$36.15	Aug 1, 2023	Common Stock	14.3K	$26.82	Direct	F2
transaction	UNVR	Stock Options (right to buy)	Disposed to Issuer	-$492K	-13.6K	-100%	$36.15	Aug 1, 2023	Common Stock	13.6K	$22.94	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nicholas Powell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of Univar Solutions Inc. ("Univar") common stock disposed of in connection with the Agreement and Plan of Merger ("Merger Agreement"), dated as of March 13, 2023, by and among Univar and affiliates of funds managed by Apollo Global Management, Inc. In accordance with the Merger Agreement, at the effective time, each share of Univar common stock held by the reporting person was converted into the right to receive $36.15 in cash (the "Merger Consideration"). In addition, pursuant to a Rollover Agreement (the "Rollover Agreement"), among Windsor Management Holdings, L.P. ("Parent"), Windsor Holdings One, Inc. ("Windsor One"), and the reporting person and affiliates of the reporting person, the reporting person contributed shares, at a value of $36.15 per share, to Windsor One and subsequently contributed shares of Windsor One to Parent in exchange for a number common and preferred units of Parent calculated pursuant to the Rollover Agreement.
F2	In accordance with the Merger Agreement, at the effective time, each restricted stock unit award ("RSU Award") other than performance-based restricted stock units ("PRSU Awards"), and stock options ("Option") was cashed out based on the Merger Consideration (and less the exercise price, in the case of each Option). Each PRSU Award became fully vested with respect to a number of shares equal to: (a) for each such award granted in 2021, 170% of the target number of shares covered by the award, (b) for each such award granted in 2022, 150% of the target number of shares covered by the award and (c) for each such award granted on or following January 1, 2023, the target number of shares covered by such award. To the extent that a PRSU Award became vested, the PRSU Award was cashed out based on the Merger Consideration.

Content

Represents shares of Univar Solutions Inc. ("Univar") common stock disposed of in connection with the Agreement and Plan of Merger ("Merger Agreement"), dated as of March 13, 2023, by and among Univar and affiliates of funds managed by Apollo Global Management, Inc. In accordance with the Merger Agreement, at the effective time, each share of Univar common stock held by the reporting person was converted into the right to receive $36.15 in cash (the "Merger Consideration"). In addition, pursuant to a Rollover Agreement (the "Rollover Agreement"), among Windsor Management Holdings, L.P. ("Parent"), Windsor Holdings One, Inc. ("Windsor One"), and the reporting person and affiliates of the reporting person, the reporting person contributed shares, at a value of $36.15 per share, to Windsor One and subsequently contributed shares of Windsor One to Parent in exchange for a number common and preferred units of Parent calculated pursuant to the Rollover Agreement.

In accordance with the Merger Agreement, at the effective time, each restricted stock unit award ("RSU Award") other than performance-based restricted stock units ("PRSU Awards"), and stock options ("Option") was cashed out based on the Merger Consideration (and less the exercise price, in the case of each Option). Each PRSU Award became fully vested with respect to a number of shares equal to: (a) for each such award granted in 2021, 170% of the target number of shares covered by the award, (b) for each such award granted in 2022, 150% of the target number of shares covered by the award and (c) for each such award granted on or following January 1, 2023, the target number of shares covered by such award. To the extent that a PRSU Award became vested, the PRSU Award was cashed out based on the Merger Consideration.

Remarks:

In connection with the transaction, the reporting person ceased to be a Section 16 reporting person.