Statement of Changes in Beneficial Ownership (4)
01 Avril 2020 - 9:35PM
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
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MITAROTONDA JAMES A |
2. Issuer Name and Ticker or Trading Symbol
OMNOVA SOLUTIONS INC
[
OMN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BARINGTON CAPTIAL GROUP, L.P., 888 SEVENTH AVENUE, 6TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2020 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 4/1/2020 | | D(1) | | 700472 | D | $10.15 | 0 | I | By Barington Companies Equity Partners, L.P. (2)(3) |
Common Shares | 4/1/2020 | | D(1) | | 65684 | D | $10.15 | 0 | I | By Barington Companies Investors, LLC (2)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Phantom Shares | (5) | 4/1/2020 | | D | | | 9850.3508 | (6) | (6) | Common Shares | 9850.3508 | $10.15 | 0 | I | By Plan |
Restricted Share Units | (7) | 4/1/2020 | | D | | | 51394 | (6) | (6) | Common Shares | 51394 | $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) | The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
(3) | The Reporting Person is the sole stockholder and director of LNA Capital Corp. LNA Capital Corp. is the general partner of Barington Capital Group, L.P., which is the majority member of Barington Companies Investors, LLC ("Barington Investors"). Barington Investors is the general partner of Barington Companies Equity Partners, L.P. |
(4) | Pursuant to the terms of an Investment Advisory Agreement between Barington Investors and MSF Partners, LLLP ("MSF"), Barington Investors is an investment advisor to MSF and manages an investment account on its behalf holding the number of Common Shares cited above. |
(5) | Under the terms of the Merger Agreement, each phantom share issued by OMNOVA was converted into the right to receive the Merger Consideration. |
(6) | The Merger became effective on April 1, 2020. |
(7) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MITAROTONDA JAMES A C/O BARINGTON CAPTIAL GROUP, L.P. 888 SEVENTH AVENUE, 6TH FLOOR NEW YORK, NY 10019 | X |
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Signatures
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/s/ James A. Mitarotonda | | 4/1/2020 |
**Signature of Reporting Person | Date |
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