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OMN OMNOVA Solutions Inc

10.14
0.00 (0.00%)
Pre Market
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
OMNOVA Solutions Inc NYSE:OMN NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 10.14 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

01/04/2020 8:22pm

Edgar (US Regulatory)


FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DeSantis Paul F
2. Issuer Name and Ticker or Trading Symbol

OMNOVA SOLUTIONS INC [ OMN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, CFO; Treasurer
(Last)          (First)          (Middle)

25435 HARVARD ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2020
(Street)

BEACHWOOD, OH 44122
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 4/1/2020  D(1)  75051.2713 (2)D$10.15 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units  (3)4/1/2020  D     39600   (4) (4)Common Shares 39600 $10.15 0 D  

Explanation of Responses:
(1) On July 3, 2019, OMNOVA Solutions Inc. ("OMNOVA") announced it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Synthomer plc, Spirit USA Holdings Inc., and Synthomer USA LLC, pursuant to which the Company would merge with and into Spirit USA Holdings Inc., a wholly-owned subsidiary of Synthomer, subject to shareholder and regulatory approvals and other customary conditions (the "Merger"). The Merger became effective on April 1, 2020. Under the terms of the Merger Agreement, each OMNOVA common share, par value $0.10 per share, outstanding immediately prior to the effectiveness of the Merger was converted into the right to receive $10.15 in cash, without interest (the "Merger Consideration").
(2) Includes approximately 118 OMNOVA common shares acquired in February and March 2020 through the OMNOVA Solutions Inc. Employee Share Purchase Plan.
(3) Under the terms of the Merger Agreement, each unvested restricted share unit granted by OMNOVA was converted into the right to receive the Merger Consideration.
(4) The Merger became effective on April 1, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DeSantis Paul F
25435 HARVARD ROAD
BEACHWOOD, OH 44122


SVP, CFO; Treasurer

Signatures
/s/ Frank P. Esposito, attorney-in-fact for Mr. DeSantis4/1/2020
**Signature of Reporting PersonDate

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