Michael J. Bourque - 15 Nov 2023 Form 4 Insider Report for CHASE CORP (CCF)

Role: Treasurer & CFO
Signature: Paula M Myers, By Power of Attorney
Issuer symbol: CCF
Transactions as of: 15 Nov 2023
Transactions value $: $0
Form type: 4
Filing time: 15 Nov 2023, 19:25:46 UTC
Previous filing: 17 Oct 2023
Next filing: 06 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CCF	Chase Corporation Common Stock	Disposed to Issuer		-9.74K	-100%		0	15 Nov 2023	Direct	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CCF	Stock Options	Disposed to Issuer	-749	-100%	15 Nov 2023	Common Stock	749	$104.04	Direct	F2
transaction	CCF	Stock Options	Disposed to Issuer	-1.16K	-100%	15 Nov 2023	Common Stock	1.16K	$114.50	Direct	F2
transaction	CCF	Stock Options	Disposed to Issuer	-14.5K	-100%	15 Nov 2023	Common Stock	14.5K	$94.88	Direct	F2
transaction	CCF	Stock Options	Disposed to Issuer	-1.52K	-100%	15 Nov 2023	Common Stock	1.52K	$88.16	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael J. Bourque is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger, dated as of July 21, 2023, by and among Chase Corporation (the "Issuer"), Formulations Parent Corporation ("Parent") and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, effective as of November 15, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and each issued and outstanding share of the Issuer's Common Stock (each, a "Share") was cancelled and, except in the case of certain unvested Shares that were forfeited as of the Effective Time or as otherwise agreed between Parent and the holder thereof, was converted into the right to receive $127.50 in cash (the "Per Share Consideration"), subject to any applicable withholding of taxes and without interest.
F2	Represents options to purchase Shares (each, an "Option") held by the Reporting Person. In accordance with the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, became fully vested and was automatically canceled and converted into the right to receive a cash payment, without interest, in an amount equal to the product of (i) the excess, if any, of the Per Share Consideration over the applicable per share exercise price of such Option, multiplied by (ii) the number of shares of Shares issuable in respect of such Option as of immediately prior to the Effective Time, subject to any applicable withholding of taxes.

Content

This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger, dated as of July 21, 2023, by and among Chase Corporation (the "Issuer"), Formulations Parent Corporation ("Parent") and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, effective as of November 15, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and each issued and outstanding share of the Issuer's Common Stock (each, a "Share") was cancelled and, except in the case of certain unvested Shares that were forfeited as of the Effective Time or as otherwise agreed between Parent and the holder thereof, was converted into the right to receive $127.50 in cash (the "Per Share Consideration"), subject to any applicable withholding of taxes and without interest.

Represents options to purchase Shares (each, an "Option") held by the Reporting Person. In accordance with the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, became fully vested and was automatically canceled and converted into the right to receive a cash payment, without interest, in an amount equal to the product of (i) the excess, if any, of the Per Share Consideration over the applicable per share exercise price of such Option, multiplied by (ii) the number of shares of Shares issuable in respect of such Option as of immediately prior to the Effective Time, subject to any applicable withholding of taxes.