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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 | ||||||||
Stock Option (Right to Buy) | $ 70.69 | 06/07/2018 | D | 7,960 | (3) | (3) | Common Stock | 7,960 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 74.79 | 06/07/2018 | D | 7,830 | (3) | (3) | Common Stock | 7,830 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 90.48 | 06/07/2018 | D | 5,280 | (3) | (3) | Common Stock | 5,280 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 103.51 | 06/07/2018 | D | 800 | (3) | (3) | Common Stock | 800 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 106.05 | 06/07/2018 | D | 8,490 | (3) | (3) | Common Stock | 8,490 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 112.82 | 06/07/2018 | D | 10,640 | (3) | (3) | Common Stock | 10,640 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $ 91.34 | 06/07/2018 | D | 16,430 | (3) | (3) | Common Stock | 16,430 | (3) | 0 | D | ||||
Phantom Share Units | (1) (2) | 06/07/2018 | D | 3,871 | (1)(2) | (1)(2) | Common Stock | 3,871 | (1) (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stern Michael K 800 N. LINDBERGH BLVD. ST. LOUIS, MO 63167 |
VP and CEO, Climate |
Jennifer Woods, Attorney-in-Fact | 06/07/2018 | |
**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 terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of September 14, 2016 (the "Merger Agreement"), by and among Bayer Aktiengesellschaft ("Bayer"), KWA Investment Co. ("Merger Sub") and Monsanto Company (the "Company"), each share of common stock of the Company and each time- or performance-vesting restricted stock unit of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive $128.00 in cash, without interest (the "Merger Consideration"). |
(2) | (Continued from Footnote 1) The Merger Consideration that is payable in respect of restricted stock units of the Company that were granted (a) prior to September 14, 2016 is fully vested as of the Effective Time or (b) after September 14, 2016 will vest based upon the vesting schedule applicable to the corresponding restricted stock units (subject to accelerated vesting in full upon a termination of employment without cause, for good reason or due to death, disability or retirement). Any Merger Consideration that is not paid at the Effective Time will begin accruing interest as of the Effective Time at the short-term federal rate. |
(3) | Pursuant to the terms of the Merger Agreement, each option to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into the right to receive the Merger Consideration less the applicable exercise price of such option, without interest. |
(4) | Represents restricted stock units. |
(5) | Represents performance-based restricted stock units. |