Gary Kramer Adams - 24 Jun 2022 Form 4 Insider Report for TRECORA RESOURCES

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 24 Jun 2022
Net transaction value: -$651,091
SEC form: 4
Accepted by SEC: 28 Jun 2022, 16:18:54 UTC
Prior SEC filing: 17 May 2022
Next SEC filing: 19 Jan 2023
Source filing: View source filing
Reporting owner signature: /s/ Michael W. Silberman, Attorney-in-Fact

Key filing fact

Gary Kramer Adams filed Form 4 for TRECORA RESOURCES on 28 Jun 2022.

Key facts

This page summarizes Gary Kramer Adams's Form 4 filing for TRECORA RESOURCES.
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 28 Jun 2022, 16:18.

Change

Previous filing in this sequence was filed on 17 May 2022.
Current net transaction value: -$651,091.

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: $384,091
Shares: -39,153
Change %: -100%
Price: $9.81
Shares after: 0
Date: 24 Jun 2022
Ownership: Direct
Footnotes: F1

Reported derivative securities

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

TREC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $267,000
Shares: -100,000
Change %: -100%
Price: $2.67
Shares after: 0
Date: 27 Jun 2022
Ownership: Direct
Underlying class: Common stock
Underlying amount: 100,000
Exercise price: $7.14
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gary Kramer Adams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

Note that the number of shares of common stock received by the Reporting Person upon vesting of certain restricted stock units that was reported in a Form 4 filed on November 19, 2018 was inadvertently overstated by 6,148 shares of common stock. The total number of shares of common stock disposed of by the Reporting Person has been adjusted to reflect this overstatement.

Footnote F2

Pursuant to the Merger Agreement, this option (which was fully vested) was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment equal to (i) the excess of (x) $9.81 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (ii) the total number of shares listed in Column 5 of Table II of this Form 4.

Footnote F3

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.