Craig Schuele - Mar 27, 2023 Form 4 Insider Report for Altra Industrial Motion Corp. (AIMC)

Role
VP Marketing and Business Dev
Signature
/s/ Todd Patriacca, Attorney-in-fact
Stock symbol
AIMC
Transactions as of
Mar 27, 2023
Transactions value $
$0
Form type
4
Date filed
3/28/2023, 05:58 PM
Previous filing
Feb 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AIMC Common Stock, par value $0.001 Disposed to Issuer -65.2K -100% 0 Mar 27, 2023 Direct 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 AIMC Restricted Stock Unit Disposed to Issuer -8.95K -100% 0 Mar 27, 2023 Common Stock 8.95K Direct F2, F5, F6
transaction AIMC Restricted Stock Unit Disposed to Issuer -2.1K -100% 0 Mar 27, 2023 Common Stock 2.1K Direct F2, F5, F6
transaction AIMC Restricted Stock Unit Disposed to Issuer -691 -100% 0 Mar 27, 2023 Common Stock 691 Direct F2, F5, F6
transaction AIMC Restricted Stock Unit Disposed to Issuer -574 -100% 0 Mar 27, 2023 Common Stock 574 Direct F2, F5, F6
transaction AIMC Restricted Stock Unit Award +2.8K 2.8K Mar 27, 2023 Common Stock 2.8K Direct F3, F5, F6
transaction AIMC Restricted Stock Unit Disposed to Issuer -2.8K -100% 0 Mar 27, 2023 Common Stock 2.8K Direct F3, F5, F6
transaction AIMC Restricted Stock Unit Award +8.46K 8.46K Mar 27, 2023 Common Stock 8.46K Direct F3, F5, F6
transaction AIMC Restricted Stock Unit Disposed to Issuer -8.46K -100% 0 Mar 27, 2023 Common Stock 8.46K Direct F3, F5, F6
transaction AIMC Stock Option (Right to Buy) Disposed to Issuer -11.2K -100% 0 Mar 27, 2023 Common Stock 11.2K $45.05 Direct F4, F6
transaction AIMC Stock Option (Right to Buy) Disposed to Issuer -5.52K -100% 0 Mar 27, 2023 Common Stock 5.52K $59.40 Direct F4, F6
transaction AIMC Stock Option (Right to Buy) Disposed to Issuer -9.18K -100% 0 Mar 27, 2023 Common Stock 9.18K $34.78 Direct F4, F6
transaction AIMC Stock Option (Right to Buy) Disposed to Issuer -13.1K -100% 0 Mar 27, 2023 Common Stock 13.1K $30.65 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Craig Schuele 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 (the "Merger Agreement"), dated as of October 26, 2022, by and among the Issuer, Regal Rexnord Corporation, a Wisconsin corporation ("Parent"), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Issuer will become a wholly owned subsidiary of Parent (the "Merger"), effective as of the effective time of the Merger (the "Effective Time") on March 27, 2023. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was converted into the right to receive $62.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.
F2 Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject only to time-based vesting requirements (each, a "Company RSU") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) (x) the Merger Consideration multiplied by (y) the number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time plus (ii) an amount in cash equal to any accumulated and unpaid dividend equivalents.
F3 Pursuant to the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding restricted stock unit of the Company subject to performance-based vesting requirements (each, a "Company PSU") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to (A)(i) with respect to a Company PSU granted in calendar year (x) 2021, 100% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time and (y) 2022, 150% of the target number of shares of Common Stock subject to such Company PSU immediately prior to the Effective Time, in each case, multiplied by (ii) the Merger Consideration plus (B) an amount in cash equal to any accumulated and unpaid dividend equivalents. The number of PSUs includes any accrued dividend equivalents and has been rounded up to the nearest whole share.
F4 Pursuant to the terms of the Merger Agreement, at the Effective Time, subject to all required withholding taxes, each outstanding option to purchase shares of Common Stock (each, a "Company Option") that was held by Mr. Schuele, as of immediately prior to the Effective Time, was canceled in exchange for the right to receive an amount in cash, without interest, equal to (i) the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option.
F5 Each Company RSU and Company PSU represented a contingent right to receive one share of Common Stock.
F6 As permitted by the terms of the Merger Agreement, the Issuer accelerated the vesting, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement, of all of the outstanding and unvested equity awards held by Mr. Schuele.