Patrick D. Quarles - 24 Jun 2022 Form 4 Insider Report for TRECORA RESOURCES

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
28 Jun 2022, 16:13:19 UTC
Prior SEC filing
22 Mar 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael W. Silberman, Attorney-in-Fact

Key filing fact

Patrick D. Quarles filed Form 4 for TRECORA RESOURCES on 28 Jun 2022.

Key facts

  • This page summarizes Patrick D. Quarles's Form 4 filing for TRECORA RESOURCES.
  • 7 reported transactions and 6 derivative rows are listed below.
  • Accepted by SEC: 28 Jun 2022, 16:13.

Change

  • Previous filing in this sequence was filed on 22 Mar 2022.
  • Current net transaction value: -$6,064,601.

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.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TREC transaction

Common stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
$3,123,161
Shares
-318,365
Change %
-100%
Price
$9.81
Shares after
0
Date
24 Jun 2022
Ownership
Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TREC transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$203,744
Shares
-20,769
Change %
-100%
Price
$9.81
Shares after
0
Date
27 Jun 2022
Ownership
Direct
Underlying class
Common stock
Underlying amount
20,769
Exercise price
Footnotes
F1, F2, F3, F4
TREC transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$420,731
Shares
-42,888
Change %
-100%
Price
$9.81
Shares after
0
Date
27 Jun 2022
Ownership
Direct
Underlying class
Common stock
Underlying amount
42,888
Exercise price
Footnotes
F1, F2, F3, F5
TREC transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$537,333
Shares
-54,774
Change %
-100%
Price
$9.81
Shares after
0
Date
27 Jun 2022
Ownership
Direct
Underlying class
Common stock
Underlying amount
54,774
Exercise price
Footnotes
F1, F2, F3, F6
TREC transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$611,222
Shares
-62,306
Change %
-100%
Price
$9.81
Shares after
0
Date
27 Jun 2022
Ownership
Direct
Underlying class
Common stock
Underlying amount
62,306
Exercise price
Footnotes
F1, F2, F3, F7
TREC transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$631,058
Shares
-64,328
Change %
-100%
Price
$9.81
Shares after
0
Date
27 Jun 2022
Ownership
Direct
Underlying class
Common stock
Underlying amount
64,328
Exercise price
Footnotes
F1, F2, F3, F8
TREC transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$537,353
Shares
-54,776
Change %
-100%
Price
$9.81
Shares after
0
Date
27 Jun 2022
Ownership
Direct
Underlying class
Common stock
Underlying amount
54,776
Exercise price
Footnotes
F1, F2, F3, F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Patrick D. Quarles is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote F1

Restricted stock units convert into common stock on a one-for-one basis.

Footnote F2

On May 11, 2022, Trecora Resources (the "Issuer") entered into an Agreement and Plan of Merger with the Balmoral Swan Parent, Inc., a Delaware corporation (the "Parent"), and Balmoral Swan MergerSub, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 27, 2022, the Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of the Parent. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.

Footnote F3

Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled immediately prior to the Effective Time and converted into a deferred cash award equal to the product of (i) $9.81 multiplied by (ii) the number of shares of common stock underlying such restricted stock unit (with any such restricted stock unit that are subject to performance-based vesting being deemed earned assuming achievement of target performance), less any applicable withholding taxes. Such deferred cash awards will be payable on the earlier of January 20, 2023 or on a qualifying termination as prescribed by the Merger Agreement.

Footnote F4

Represents the remaining portion of a grant of 62,307 restricted stock units in February 2020, which were originally scheduled to vest in three equal annual installments beginning on February 13, 2021.

Footnote F5

Represents the remaining portion of a grant of 64,331 restricted stock units in February 2021, which were originally scheduled to vest in three equal annual installments beginning on February 25, 2022.

Footnote F6

These restricted stock units were granted in February 2022 and were originally scheduled to vest in three equal annual installments beginning on February 16, 2023.

Footnote F7

Represents performance-based restricted stock units granted in 2020, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2020.

Footnote F8

Represents performance-based restricted stock units granted in 2021, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2021.

Footnote F9

Represents performance-based restricted stock units granted in 2022, which were originally scheduled to vest based on the achievement of certain performance criteria following a three year performance period that began on January 1, 2022.

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