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

Role
EVP, CFO
Signature
/s/ Nicholas W. Alexos
Stock symbol
UNVR
Transactions as of
Aug 1, 2023
Transactions value $
-$26,598,049
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 -$6.85M -190K -100% $36.15 0 Aug 1, 2023 Direct F1
transaction UNVR Common Stock Disposed to Issuer -$13.6M -375K -100% $36.15 0 Aug 1, 2023 Alexos Family Dynasty Tru.. F1

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 UNVR Performance-Based Restricted Stock Units Disposed to Issuer -$852K -23.6K -100% $36.15 0 Aug 1, 2023 Common Stock 23.6K Direct F2
transaction UNVR Restricted Stock Units - 23 Disposed to Issuer -$941K -26K -100% $36.15 0 Aug 1, 2023 Common Stock 26K Direct F2
transaction UNVR Restricted Stock Units -21 Disposed to Issuer -$592K -16.4K -100% $36.15 0 Aug 1, 2023 Common Stock 16.4K Direct F2
transaction UNVR Restricted Stock Units- 22 Disposed to Issuer -$850K -23.5K -100% $36.15 0 Aug 1, 2023 Common Stock 23.5K Direct F2
transaction UNVR Stock Options (right to buy) Disposed to Issuer -$2.95M -81.7K -100% $36.15 0 Aug 1, 2023 Common Stock 81.7K $22.94 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nicholas W. Alexos 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, 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.