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ZEP

20.04
0.00 (0.00%)
14 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
NYSE:ZEP NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 20.04 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

30/06/2015 10:07pm

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 *

MORGAN JOHN K
2. Issuer Name and Ticker or Trading Symbol

Zep Inc. [ ZEP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Former President & CEO
(Last)          (First)          (Middle)

1310 SEABOARD INDUSTRIAL BLVD. NW
3. Date of Earliest Transaction (MM/DD/YYYY)

6/26/2015
(Street)

ATLANTA, GA 30318
(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 Stock   6/26/2015     D    264530   D   (1) 0   D    
Performance Shares   6/26/2015     D    46881   D   (2) 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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $9.77   6/26/2015     D         38523      (3) 7/28/2015   Common Stock   38523     (3) 0   D    
Employee Stock Option (right to buy)   $10.71   6/26/2015     D         15932      (4) 11/30/2015   Common Stock   15932     (4) 0   D    
Employee Stock Option (right to buy)   $12.52   6/26/2015     D         331730      (5) 11/13/2017   Common Stock   331730     (5) 0   D    
Employee Stock Option (right to buy)   $13.67   6/26/2015     D         44774      (6) 9/30/2024   Common Stock   44774     (6) 0   D    
Employee Stock Option (right to buy)   $15.02   6/26/2015     D         120608      (7) 8/31/2019   Common Stock   120608     (7) 0   D    
Employee Stock Option (right to buy)   $15.18   6/26/2015     D         37887      (8) 10/1/2022   Common Stock   37887     (8) 0   D    
Employee Stock Option (right to buy)   $17.47   6/26/2015     D         194030      (9) 9/28/2018   Common Stock   194030     (9) 0   D    
Employee Stock Option (right to buy)   $17.65   6/26/2015     D         39829      (10) 10/4/2020   Common Stock   39829     (10) 0   D    
Employee Stock Option (right to buy)   $18.09   6/26/2015     D         39853      (11) 10/9/2021   Common Stock   39853     (11) 0   D    
Performance Share Units     (12) 6/26/2015     D         36495      (12)   (12) Common Stock   36495     (12) 0   D    
Performance Share Units     (13) 6/26/2015     D         43343      (13)   (13) Common Stock   43343     (13) 0   D    
Share Units     (14) 6/26/2015     D         36052      (14)   (14) Common Stock   36052     (14) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to an agreement and plan of merger dated April 7, 2015 by and among issuer, NM Z Parent, Inc. and NM Z Merger Sub Inc. (the "Merger") in which the issuer's common stock holders, as of the effective time of the Merger, June 26, 2015, were entitled to receive the merger consideration of $20.05 per common share.
( 2)  This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2013, 2014 and 2015, subject to payout at the target level (46,881 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $939,964.05.
( 3)  This option, which provided for vesting in four equal annual installments on July 29 in each of 2006, 2007, 2008 and 2009, was cancelled in the Merger in exchange for a cash payment of $396,016.44, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 4)  This option, which provided for vesting in three equal annual installments on December 1 in each of 2006, 2007, and 2008, was cancelled in the Merger in exchange for a cash payment of $148,804.88, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 5)  This option, which provided for vesting in four equal annual installments on November 14 in each of 2008, 2009, 2010 and 2011, was cancelled in the Merger in exchange for a cash payment of $2,497,926.90, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 6)  This option, which provided for vesting in four equal annual installments on October 1 in each of 2015, 2016, 2017 and 2018, was cancelled in the Merger in exchange for a cash payment of $285,658.12, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 7)  This option, which provided for vesting in three equal annual installments on September 1 in each of 2010, 2011 and 2012, was cancelled in the Merger in exchange for a cash payment of $606,658.24, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 8)  This option, which provided for vesting in four equal annual installments on October 2 in each of 2013, 2014, 2015 and 2016, was cancelled in the Merger in exchange for a cash payment of $184,509.69, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 9)  This option, which provided for vesting in four equal annual installments on September 29 in each of 2009, 2010, 2011 and 2012, was cancelled in the Merger in exchange for a cash payment of $500,597.40, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 10)  This option, which provided for vesting in four equal annual installments on October 5 in each of 2011, 2012, 2013 and 2014, was cancelled in the Merger in exchange for a cash payment of $95,589.60, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 11)  This option, which provided for vesting in four equal annual installments on October 10 in each of 2012, 2013, 2014 and 2015, was cancelled in the Merger in exchange for a cash payment of $78,111.80, representing the difference between the exercise price of the option and the merger consideration of $20.05 per share.
( 12)  This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2014, 2015 and 2016, subject to payout at the target level (36,495 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $731,724.75.
( 13)  This performance-based award originally provided for vesting based upon issuer's achievement of targeted financial performance in 2015, 2016 and 2017, subject to payout at the target level (46,343 shares) upon a change in control. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $20.05 per share multiplied by the number of shares underlying the award at target level, or $869,027.15.
( 14)  Share units outstanding under the Zep Inc. Supplemental Deferred Savings Plan ("SDSP") were cancelled pursuant to the Merger in exchange for a cash payment equal to the number of units multiplied by the merger consideration of $20.05. Distributions in the SDSP will occur at such time as a participant terminates employment from Zep Inc. (the surviving entity in the Merger).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORGAN JOHN K
1310 SEABOARD INDUSTRIAL BLVD. NW
ATLANTA, GA 30318
X
Former President & CEO

Signatures
/s/ John K. Morgan 6/30/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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