Statement of Changes in Beneficial Ownership (4)
28 Junio 2022 - 3:22PM
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).
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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
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Carter Nicholas |
2. Issuer Name and Ticker or Trading Symbol
TRECORA RESOURCES
[
TREC
]
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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 TRECORA RESOURCES, 1650 HWY 6 S, SUITE 190 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/15/2020 |
(Street)
SUGAR LAND, TX 77478
(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 stock | 1/15/2020 | | S | | 5000 (1) | D | $7.10 | 408892 (2) | D | |
Common stock | 3/19/2021 | | G | | 1925 | D | $0 | 406967 | D | |
Common stock | 3/23/2021 | | G | | 13025 | D | $0 | 393942 | D | |
Common stock | 6/24/2022 | | U | | 393942 | D | $9.81 | 0 | D | |
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 |
Stock Option (Right to Buy) | $12.26 (3) | 6/27/2022 (4) | | D | | | 150000 | (3) | 2/20/2024 | Common stock | 150000.0 | $0 (3) | 0 | D | |
Explanation of Responses: |
(1) | The sale of these 5,000 shares of common stock was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person on December 17, 2019. |
(2) | Reflects an increase of 2,548 shares of common stock reported to be owned by Reporting Person due to a clerical error on a previous Form 4. |
(3) | Pursuant to the Merger Agreement, this option (which was full vested) was cancelled immediately prior to the Effective Time without any consideration payable therefor. |
(4) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Carter Nicholas C/O TRECORA RESOURCES 1650 HWY 6 S, SUITE 190 SUGAR LAND, TX 77478 | X |
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Signatures
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/s/ Michael W. Silberman, Attorney-in-Fact | | 6/28/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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