Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | STON | Common Stock, par value $0.01 (Common Stock) | Award | -$310M | -88.6M | -100% | $3.50 | 0 | Nov 3, 2022 | See footnote | F1, F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | STON | Equity Swaps (obligation to buy) | Other | -1.54M | -100% | 0 | Nov 3, 2022 | Common Stock | 1.54M | See footnote | F2, F3 | |||
transaction | STON | Restricted Phantom Common Stock | Award | -$32.1K | -9.17K | -100% | $3.50 | 0 | Nov 3, 2022 | Common Stock | 9.17K | Direct | F4 |
Id | Content |
---|---|
F1 | As described in the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on the date hereof (the "Schedule 13D/A"), on November 3, 2022, the Merger was consummated and all the shares of Common Stock held by the Reporting Persons were contributed pursuant to the terms of the Contribution Agreement. At the Effective Time, shareholders of the Issuer ceased to have any rights with respect to shares of the Common Stock, except their rights under the Merger Agreement. Capitalized terms used but not defined in this Form 4 shall have the meaning set forth in the Schedule 13D/A. |
F2 | This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the securities held by certain funds and/or managed accounts (collectively, the "Axar Vehicles"). The Investment Manager serves as the investment manager of the Axar Vehicles. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the sole member of the GP. |
F3 | Settlement of cash settled equity swaps with reference prices ranging from $3.1227 to $7.5565. The cash settled equity swaps were settled pursuant to their terms. The swaps were exercisable at any time and had an expiration date of June 20, 2025. The notional shares settled under the swap contract were settled at a settlement price of $3.50. |
F4 | This award of restricted phantom Common Stock was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $32,110.09, representing the cash merger consideration. |
Because Andrew Axelrod serves on the board of directors of the Issuer as a representative of the Reporting Persons, each of the Investment Manager and the GP is a director by deputization.