Adam Chase - Nov 15, 2023 Form 4 Insider Report for CHASE CORP (CCF)

Role
President/CEO, Director
Signature
Paula M Myers, By Power of Attorney
Stock symbol
CCF
Transactions as of
Nov 15, 2023
Transactions value $
$0
Form type
4
Date filed
11/15/2023, 07:12 PM
Previous filing
Oct 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CCF Chase Corporation Common Stock Disposed to Issuer -71.1K -100% 0 Nov 15, 2023 Direct F1
transaction CCF Chase Corporation Common Stock Disposed to Issuer -155K -100% 0 Nov 15, 2023 Adam P. Chase Trust F1, F2
transaction CCF Chase Corporation Common Stock Disposed to Issuer -108K -100% 0 Nov 15, 2023 Maria I. Chase Trust F1, F3

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 CCF Stock Options Disposed to Issuer -7.44K -100% 0 Nov 15, 2023 Common Stock 7.44K $35.50 Direct F4
transaction CCF Stock Options Disposed to Issuer -7.25K -100% 0 Nov 15, 2023 Common Stock 7.25K $39.50 Direct F4
transaction CCF Stock Options Disposed to Issuer -29.2K -100% 0 Nov 15, 2023 Common Stock 29.2K $64.37 Direct F4
transaction CCF Stock Options Disposed to Issuer -4.59K -100% 0 Nov 15, 2023 Common Stock 4.59K $93.50 Direct F4
transaction CCF Stock Options Disposed to Issuer -3.47K -100% 0 Nov 15, 2023 Common Stock 3.47K $123.95 Direct F4
transaction CCF Stock Options Disposed to Issuer -42.8K -100% 0 Nov 15, 2023 Common Stock 42.8K $100.22 Direct F4
transaction CCF Stock Options Disposed to Issuer -4.13K -100% 0 Nov 15, 2023 Common Stock 4.13K $97.57 Direct F4
transaction CCF Stock Options Disposed to Issuer -3.47K -100% 0 Nov 15, 2023 Common Stock 3.47K $114.50 Direct F4
transaction CCF Stock Options Disposed to Issuer -11.4K -100% 0 Nov 15, 2023 Common Stock 11.4K $88.16 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger, dated as of July 21, 2023, by and among Chase Corporation (the "Issuer"), Formulations Parent Corporation ("Parent") and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, effective as of November 15, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and each issued and outstanding share of the Issuer's Common Stock (each, a "Share") was cancelled and, except in the case of certain unvested Shares that were forfeited as of the Effective Time or as otherwise agreed between Parent and the holder thereof, was converted into the right to receive $127.50 in cash (the "Per Share Consideration"), subject to any applicable withholding of taxes and without interest.
F2 Represents shares held by the Adam P. Chase Trust.
F3 Represents shares held by the Maria I. Chase Trust.
F4 Represents options to purchase Shares (each, an "Option") held by the Reporting Person. In accordance with the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, became fully vested and was automatically canceled and converted into the right to receive a cash payment, without interest, in an amount equal to the product of (i) the excess, if any, of the Per Share Consideration over the applicable per share exercise price of such Option, multiplied by (ii) the number of shares of Shares issuable in respect of such Option as of immediately prior to the Effective Time, subject to any applicable withholding of taxes.