Michael J. Bourque - 15 Nov 2023 Form 4 Insider Report for CHASE CORP

Role: Treasurer & CFO
Signature: Paula M Myers, By Power of Attorney
Issuer symbol: N/A
Transactions as of: 15 Nov 2023
Net transactions value: $0
Form type: 4
Filing time: 15 Nov 2023, 19:25:46 UTC
Previous filing: 17 Oct 2023
Next filing: 06 Mar 2024
SEC: View on sec.gov

Key filing fact

Michael J. Bourque filed Form 4 for CHASE CORP on 15 Nov 2023.

Key facts

This page summarizes Michael J. Bourque's Form 4 filing for CHASE CORP.
5 reported transactions and 4 derivative rows are listed below.
Filing timestamp: 15 Nov 2023, 19:25.

Change

Previous filing in this sequence was filed on 17 Oct 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

CCF transaction

Chase Corporation Common Stock

Disposed to Issuer

Transaction value
Shares: -9,738
Change %: -100%
Price
Shares after: 0
Date: 15 Nov 2023
Ownership: Direct
Footnotes: F1

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

CCF transaction Derivative

Stock Options

Disposed to Issuer

Transaction value
Shares: -749
Change %: -100%
Price
Shares after: 0
Date: 15 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 749
Exercise price: $104.04
Footnotes: F2

CCF transaction Derivative

Stock Options

Disposed to Issuer

Transaction value
Shares: -1,163
Change %: -100%
Price
Shares after: 0
Date: 15 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,163
Exercise price: $114.50
Footnotes: F2

CCF transaction Derivative

Stock Options

Disposed to Issuer

Transaction value
Shares: -14,480
Change %: -100%
Price
Shares after: 0
Date: 15 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 14,480
Exercise price: $94.88
Footnotes: F2

CCF transaction Derivative

Stock Options

Disposed to Issuer

Transaction value
Shares: -1,520
Change %: -100%
Price
Shares after: 0
Date: 15 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,520
Exercise price: $88.16
Footnotes: F2

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

Michael J. Bourque 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 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.

Content

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.

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.