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

Role
Director
Signature
/s/ Michael W. Silberman, Attorney-in-Fact
Issuer symbol
TREC
Transactions as of
24 Jun 2022
Transactions value $
-$651,091
Form type
4
Filing time
28 Jun 2022, 16:18:54 UTC
Previous filing
17 May 2022
Next filing
19 Jan 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TREC Common stock Disposition pursuant to a tender of shares in a change of control transaction -$384,090 -39,153 -100% $9.81 0 24 Jun 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TREC Stock Option (Right to Buy) Disposed to Issuer -$267,000 -100,000 -100% $2.67 0 27 Jun 2022 Common stock 100,000 $7.14 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gary Kramer Adams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.
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.
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.