Charles Rodney Brown - Mar 18, 2022 Form 4 Insider Report for Forterra, Inc. (FRTA)

Role
EVP & Chief Financial Officer
Signature
/s/ Lori M. Browne, attorney-in-fact for Charles Rodney Brown
Stock symbol
FRTA
Transactions as of
Mar 18, 2022
Transactions value $
$6,078,096
Form type
4
Date filed
3/18/2022, 05:43 PM
Previous filing
Mar 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRTA Common Stock Disposed to Issuer $6.08M +253K $24.00 0 Mar 18, 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 FRTA Stock Option (Right to Buy) Disposed to Issuer $0 -271K -100% $0.00* 0 Mar 18, 2022 Common Stock 271K $4.23 Direct F2, F3, F4
transaction FRTA Stock Option (Right to Buy) Disposed to Issuer $0 -177K -100% $0.00* 0 Mar 18, 2022 Common Stock 177K $7.29 Direct F2, F4, F5
transaction FRTA Stock Option (Right to Buy) Disposed to Issuer $0 -197K -100% $0.00* 0 Mar 18, 2022 Common Stock 197K $4.24 Direct F2, F4, F6
transaction FRTA Restricted Stock Unit Disposed to Issuer $0 -87.1K -100% $0.00* 0 Mar 18, 2022 Common Stock 87.1K Direct F4, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles Rodney Brown is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2021 (the "Merger Agreement"), by and among Forterra, Inc., a Delaware corporation, (the "Company", Quikrete Holdings, Inc., a Delaware corporation ("Parent"), and Jordan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company ("Common Stock") was canceled and converted automatically into the right to receive $24.00 per share in cash, without interest and less any applicable tax withholdings.
F2 Pursuant to the Merger Agreement, each option to purchase shares of Common Stock immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash.
F3 Vested in equal annual installments on 9/25/2018, 9/25/2019 and 9/25/2020.
F4 Granted as compensation for services.
F5 Vested in equal annual installments on 3/1/2019, 3/1/2020 and 3/1/2021.
F6 ested in equal annual installments on 3/14/2020, 3/14/2021 and 3/14/2022.
F7 Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
F8 Pursuant to the Merger Agreement, each restricted stock unit immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash.