Jennifer Gudenkauf - Jul 28, 2022 Form 4 Insider Report for Welbilt, Inc. (WBT)

Role
EVP & CHRO
Signature
/s/ Joel H. Horn, as Attorney-in-Fact
Stock symbol
WBT
Transactions as of
Jul 28, 2022
Transactions value $
-$1,246,338
Form type
4
Date filed
7/29/2022, 09:40 AM
Previous filing
Jul 26, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WBT Common Stock Disposed to Issuer -$1.14M -47.5K -100% $24.00 0 Jul 28, 2022 Direct F1, F2, 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 WBT Stock Options (Right to Buy) Disposed to Issuer -$33.3K -3.6K -100% $9.23 0 Jul 28, 2022 Common Stock 3.6K $14.77 Direct F2
transaction WBT Stock Options (Right to Buy) Disposed to Issuer -$20.5K -2.05K -100% $9.99 0 Jul 28, 2022 Common 2.05K $14.01 Direct F2
transaction WBT Stock Options (Right to Buy) Disposed to Issuer -$33.3K -3.6K -100% $9.23 0 Jul 28, 2022 Common Stock 3.6K $14.77 Direct F2
transaction WBT Stock Options (Right to Buy) Disposed to Issuer -$20.5K -2.05K -100% $9.99 0 Jul 28, 2022 Common Stock 2.05K $14.01 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 14, 2021, by and among the Issuer, Ali Holding S.r.l., an Italian societa a responsabilita limitata ("Ali"), Ali Group North America Corporation, a Delaware corporation and a wholly owned subsidiary of Ali ("Acquiror"), and Ascend Merger Corp. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Acquiror, in exchange for cash consideration of $24.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger.
F2 Stock options were canceled in the merger in exchange for an amount in cash equal to the difference between the Merger Consideration of $24.00 and the exercise price of the option.
F3 Represents shares underlying performance stock units of the Issuer (the "Company PSUs"), which were converted into the right to receive cash in an amount equal to the number of shares of common stock of the Issuer underlying such Company PSUs multiplied by the Merger Consideration, assuming the maximum level of performance was achieved.