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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ECKERT BRET J 1329 MILLWOOD ROAD MCKINNEY, TX 75069 |
Executive Vice President & CFO | |||
| Bret J. Eckert | 07/02/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated as of April 14, 2024, by and among Encore Wire Corporation ('Encore'), Prysmian S.p.A., Applause Merger Sub Inc. and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC (the 'Merger Agreement'), each restricted stock unit award subject to performance-based vesting restrictions ('PSU award') that was outstanding immediately prior to the effective time of the merger contemplated by the Merger Agreement (the 'Effective Time'), to the extent not vested, automatically become fully vested based on the maximum level of performance. |
| (2) | Pursuant to the Merger Agreement, each PSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested based on the maximum level of performance, and each was cancelled, extinguished, and automatically converted into the right of the holder of each award to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290.00, multiplied by (ii) the number of shares of common stock subject to such award immediately prior to the Effective Time (together with any accrued and unpaid cash dividends corresponding to such vested PSU award). |
| (3) | Pursuant to the Merger Agreement, (x) each share of common stock of Encore (other than certain excluded shares) that was outstanding immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive $290 per share in cash, without interest, (y) each RSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested and each was cancelled, extinguished and converted into the right to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290 times (ii) the number of shares of common stock subject to such award (together with any accrued and unpaid cash dividends corresponding to such vested RSU award) and (z) immediately prior to the Effective Time, all shares of common stock then unvested and subject to an outstanding restricted stock award became fully vested and free of applicable repurchase or forfeiture conditions. |
| (4) | Includes 104,167 RSU restricted stock unit awards ('RSU awards'), 56,520 PSU awards and 5,000 restricted stock awards. |